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2020
Notice of Annual Meeting
& Proxy Statement

ITT Inc.

ITT Inc.
1133 Westchester Avenue
White Plains, NY 10604

DEAR FELLOWSHAREHOLDER

FRANK T. MACINNIS

CHAIRMAN OF THE BOARD

March 31, 2020

On behalf of the ITT Inc. Board of Directors, thank you
for your continued investment in ITT. The Company delivered another year of exceptional performance in 2019 as our focused strategy
continues to produce long-term results for our shareholders. We invite you to join us at our 2020 Annual Meeting on May 15, 2020
at 9:00 a.m. Eastern Time in White Plains, New York. Details regarding admission to the meeting and the business to be conducted
are provided in the accompanying Notice of Annual Meeting and Proxy Statement.

BOARD COMPOSITION & REFRESHMENT

It has been an honor to serve as ITT’s independent
Chair since 2011. As mentioned last year, I plan to retire at this year’s Annual Meeting as part of a leadership transition
strategy in connection with the appointment of Luca Savi as CEO in January 2019. In December 2019, the Board appointed Richard
Lavin to serve as ITT’s next independent Chair effective with my retirement.

Rich has served as a director of the Company since 2013, and as Chair of the
Board’s Compensation and Personnel Committee since 2017. His deep global manufacturing operations expertise includes a 30-year
career with Caterpillar, Inc., extensive international expertise, and legal and human resources experience. This background has
allowed him to provide support to our management team as they drive a high-impact strategy, and as Chair he will be in a position
to help guide ITT’s strategies for growth and profitability going forward.

We remain thoughtful about our Board composition and effectiveness
both through our formal, annual Board and committee evaluation process as well as through our director nominations process. Our
deliberate focus on refreshment has allowed us to build a Board that reflects a diversity of skills, experiences, and backgrounds.

SUCCESSFUL CEO TRANSITION

This past year, we completed a seamless CEO succession process
and Luca successfully led ITT to another year of strong financial and operational performance. The Board has provided strong, independent
oversight of the business strategy through the transition, and has worked closely with Luca and the management team to focus on
cultivating an innovative, diverse and inclusive workplace that engages and energizes our employees.

SHAREHOLDER ENGAGEMENT

Shareholder engagement remains a key priority for the Board.
The valuable feedback and perspectives received through discussions with our shareholders help to inform ongoing boardroom discussions.
We continued our annual outreach and engagement efforts in 2019, engaging with shareholders collectively representing approximately
43% of our outstanding shares. These discussions centered on our Board composition and leadership transition, our executive compensation
practices as well as our enhanced sustainability reporting. Shareholders were particularly interested in discussing our first-ever
Sustainability Report published in 2019.

Again, I thank you for your continued support and confidence
in ITT and thank you for the nearly 19 years that I have had the privilege to serve on this Board. I feel honored to have worked
with so many deeply talented people at ITT and look forward to the Company’s continued success.

Thank you for your continued support and confidence in ITT.
We hope you can join us at the Annual Meeting.

Sincerely,

FRANK T. MACINNIS

NOTICE OF 2020 ANNUAL
MEETING OF SHAREHOLDERS

MEETING INFORMATION
FRIDAY, MAY 15, 2020

9:00 a.m. Eastern Time

ITT Inc.

1133 Westchester Avenue

White Plains, NY 10604

ITEMS OF BUSINESS

1.
To elect the 11 nominees named in the attached Proxy Statement to the Board of Directors to serve until the 2021 annual meeting
of shareholders or until their respective successors shall have been duly elected and qualified.

2.
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for
the 2020 fiscal year.

3.
To conduct an advisory vote on the compensation of the Company’s named executive officers.

4.
To consider a shareholder proposal, if properly presented at the Annual Meeting.

5.
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

WHO CAN VOTE, RECORD DATE

Holders of record of ITT Inc. common stock at the close of business on March
18, 2020 are entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

MAILING OR AVAILABILITY DATE

Beginning on or about March 31, 2020, this Notice of 2020
Annual Meeting of Shareholders and the attached Proxy Statement are being mailed or made available, as the case may be, to shareholders
of record on March 18, 2020.

ABOUT PROXY VOTING

It is important that your shares be represented and voted
at the Annual Meeting. If you are a registered shareholder, you may vote online at www.proxyvote.com, by telephone or by
mailing a proxy card. You may also vote in person at the Annual Meeting. If you hold shares through a bank, broker or other institution,
you may vote your shares by any method specified on the voting instruction form that they provide. See details under “How
do I vote?” under “Information about Proxy Statement and Voting.” We encourage you to vote your shares as soon
as possible.

By order of the Board of Directors,

MARY BETH GUSTAFSSON

Senior Vice President, General

Counsel and Corporate Secretary

March 31, 2020

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

ONLINE

Visit the website on
your proxy card

BY MAIL

Sign, date and return your proxy
card in the enclosed envelope

BY PHONE

Call the telephone number
on your proxy card

IN PERSON

Attend the Annual Meeting in White Plains, NY
See page 73 for instructions on how to attend

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR

ITT Inc.’s Annual Meeting of Shareholders to be held
on Friday, May 15, 2020, at 9:00 a.m. Eastern Time

The Proxy Statement and 2019 Annual Report to Shareholders
are available online at www.proxyvote.com

*

We intend to hold our 2020 Annual Meeting of Shareholders in person. However, we continue to
monitor the situation regarding COVID-19 (coronavirus) closely, taking into account guidance from public health authorities. We
are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local
governments may impose. Accordingly, we may determine that it is advisable to change the date, time, location or manner of conducting
the 2020 Annual Meeting of Shareholders. In the event that we change the date, time, location or manner of conducting the 2020
Annual Meeting of Shareholders, we will announce that fact as promptly as practicable with details on how to participate and vote
at such meeting. Please monitor our website at www.itt.com/investors for updated information. If you are planning to attend our
meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to
the 2020 Annual Meeting of Shareholders.

This
summary highlights selected information in this Proxy Statement. Please review the entire document before voting.

ANNUAL
MEETING OF SHAREHOLDERS OF ITT INC.

Date

May
15, 2020

Time

9:00
a.m. Eastern Time

Location

ITT
Inc., 1133 Westchester Avenue, White Plains, NY 10604

Admission
Information

See
page 73 for instructions

VOTING
ITEMS

Voting
Item

Board
Voting
Recommendation

Further
Information (page)

1.

To
elect the 11 nominees named in the Proxy Statement to ITT’s Board of Directors

FOReach nominee

26

2.

To
ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for
2020

FOR

33

3.

To
conduct an advisory vote on the compensation of the Company’s named executive officers

FOR

37

4.

To
consider a shareholder proposal regarding proxy access

AGAINST

70

HOW
TO VOTE

Your
vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 18, 2020. Even
if you plan to attend the meeting, please vote as soon as possible using one of the following methods. In all cases, you should
have your proxy card in hand.

YOUR
VOTE IS IMPORTANT:

ONLINE

BY MAIL

BY PHONE

IN PERSON

Visit
the website on your proxy card

Sign,
date and return your proxy card in the enclosed envelope

Call
the telephone number on your proxy card

Attend
the Annual Meeting in White Plains, NY. See page 73 for instructions on how to attend

*

We
intend to hold our 2020 Annual Meeting of Shareholders in person. However, we continue to monitor the situation regarding
COVID-19 (coronavirus) closely, taking into account guidance from public health authorities. We are sensitive to the public
health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose.
Accordingly, we may determine that it is advisable to change the date, time, location or manner of conducting the 2020 Annual
Meeting of Shareholders. In the event that we change the date, time, location or manner of conducting the 2020 Annual Meeting
of Shareholders, we will announce that fact as promptly as practicable with details on how to participate and vote at such
meeting. Please monitor our website at www.itt.com/investors for updated information. If you are planning to attend our meeting,
please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the
2020 Annual Meeting of Shareholders.

(Amounts
reported in this section, except per share amounts, are stated in millions unless otherwise specified.)

During
2019, we achieved strong results that reflected continued operational execution and share gain strategies in key global markets.
Our results are a reflection of our hard work and focus on creating value for our customers, while also implementing productivity
improvements and making strategic investments. The following table provides a summary of our key performance indicators for 2019
with growth comparisons to 2018.

SUMMARY
OF KEY PERFORMANCE INDICATORS FOR 2019

Revenue

Orders

Segment
Operating Income

Segment
Operating Margin

EPS

Operating
Cash Flow

$2,8464% Increase

$2,8133% Decrease

$4325% Increase

15.2%20bp Increase

$3.653% Decrease

$3584% Decrease

Organic
Revenue

Organic
Orders

Adjusted
Segment Operating Income

Adjusted
Segment Operating Margin

Adjusted
EPS

Adjusted
Free Cash Flow

$2,8684% Increase

$2,8422% Decrease

$45710% Increase

16.0%90bp Increase

$3.8118% Increase

$31995% Conversion

Organic
revenue, organic orders, adjusted segment operating income, adjusted EPS, adjusted free cash flow and adjusted free cash flow
conversion are financial measures not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”),
which are referred to as non-GAAP financial measures. Please refer to the section titled “Key Performance Indicators and
Non-GAAP Financial Measures” in our 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the
“SEC”) on February 21, 2020 for the definition of these non-GAAP financial measures, the reasons why we use these
measures and for reconciliations to the most directly comparable measures calculated in accordance with GAAP.

Orders
of $2.81 billion, a $78.7 or 2.7% decrease that included $53.6 from our two strategic acquisitions and unfavorable foreign
exchange of $81.9. Organic orders decreased 1.7%, due to pump project declines and difficult comparisons within the industrial
and oil and gas markets. Transportation orders increased 1% as growth in rail was partially offset by significant prior year
defense programs.

■

Segment
operating income increased $21.0 or 5.1%, despite higher acquisition-related costs and restructuring charges. Adjusted segment
operating income increased $42.5, or 10.3%, and adjusted segment operating margin grew 90 basis points to 16.0%. This improvement
was fueled by increased sales volume from strength in project pumps, Friction OEM share gains, and growth in rail, as well
as continued manufacturing and supply chain productivity, cost containment actions, and strategic acquisition benefits. These
gains were partially offset by higher commodity costs and tariffs as well as unfavorable foreign exchange.

■

Income
from continuing operations decreased to $3.65 per diluted share as compared to $3.75, driven by a prior year gain of $38.5
on the sale of a former operating location and a prior year favorable deferred tax valuation adjustment, partially offset
by a favorable year-over-year net asbestos benefit of $25.1 driven by effective insurance recovery strategies. Adjusted income
from continuing operations improved 18.0% to $3.81 per diluted share, reflecting strong adjusted segment operating income
growth, a reduction in corporate costs, lower interest and non-operating expenses, and a favorable tax rate.

■

Operating
cash flow of $357.7 decreased $14.1 or 3.8%, primarily due to proceeds of $19.0 received in 2018 from an environmental insurance-related
settlement and unfavorable working capital, partially offset by an improvement in segment operating income. Adjusted free
cash flow of $318.8 reflected a 94.5% conversion of adjusted income from continuing operations.

We
are committed to strong governance practices that protect the long-term interests of our shareholders and establish strong Board
and management accountability. The “Corporate Governance and Related Matters” section beginning on page 12 describes
our governance framework. We have adopted key corporate governance best practices, including:

WHAT
WE DO

Independent
Chair

Annual
Board and committee evaluation and
self-assessments

Highly
independent and diverse Board

Active
Board refreshment

Annual
election of directors

Director
skill sets aligned with corporate strategy

Majority
voting for uncontested director elections

Formal
limit on outside directorships

Regular
executive sessions of the Board and its committees

Meaningful
stock ownership guidelines for directors

Proxy
access right

Formal
director orientation and continuing education program

Shareholder
right to call special meetings

Proactive
engagement with shareholders

A
policy prohibiting hedging and pledging of the Company’s securities

SHAREHOLDER
ENGAGEMENT AND RESPONSIVENESS

Since
formalizing our engagement approach in 2017, we have reached out to shareholders representing over 50% of ITT’s outstanding
shares annually to discuss governance, compensation and sustainability matters. In 2019 we built on this success and continued
our robust annual shareholder engagement process, contacting shareholders representing nearly 70% of ITT’s outstanding shares
and engaging with shareholders representing over 40% of such shares. The feedback we received was shared with the Board and members
of senior management. Key themes from these conversations included corporate governance, executive compensation, and sustainability
initiatives.

These
conversations continue to inform our Board’s actions, including our approach to Board refreshment and diversity, our executive
compensation practices, and our reporting efforts on sustainability topics. For example, the Sustainability Report that ITT published
in February 2019, and the supplemental report that followed showing our three-year progress on environmental and social metrics,
were shaped by our discussions with investors.

We
encourage our registered shareholders to use the space provided on the proxy card to let us know your thoughts about ITT or to
bring a particular matter to our attention. If you hold shares through an intermediary or received the proxy materials electronically,
please feel free to write directly to us.

EXECUTIVE
COMPENSATION HIGHLIGHTS

The
Compensation and Personnel Committee firmly believes in pay-for-performance and has structured the executive compensation program
to align our executives’ interests with those of our shareholders.

Our
CEO and other named executive officers (the “Named Executive Officers” or “NEOs”) have a significant amount
of their target pay tied to an annual bonus and long-term incentives (“LTI”), which is “Pay at Risk” and
dependent on ITT’s financial performance and stock price. The following graphics illustrate 2019 CEO payout under our Annual
Incentive Plan (“AIP”) and payout with respect to 2017-2019 performance stock units (“PSUs”) that were
granted in 2017, before Mr. Savi became CEO.

2019
was Mr. Savi’s first year as CEO, however, his contributions in previous roles as Senior Vice President and President of
Motion Technologies, and President and Chief Operating Officer of ITT, had a significant and direct impact on ITT’s performance
over the past few years. The history of strong shareholder returns and adjusted EPS growth show meaningful alignment between ITT’s
performance and the above target 2019 AIP and 2017 PSU award results.

At
ITT we believe that improving our sustainability efforts creates value for our customers, employees, communities and shareholders.
It helps us align to the values and emerging expectations of today’s world. In 2019, ITT issued a sustainability report
which incorporated Sustainability Accounting Standards Board (“SASB”) metrics relevant to ITT, as requested by many
of our shareholders in our engagement discussions. We also publish an annual supplemental report which includes our three-year
progress on key environmental, social and governance (“ESG”) metrics.

We
strive to maintain the highest standards of corporate governance and ethical conduct. Maintaining full compliance with the laws,
rules and regulations that govern our business, and reporting results with accuracy and transparency, are critical to those efforts.
We monitor developments in the area of corporate governance, consider the feedback of our shareholders, and review our processes
and procedures in light of this input. We also review federal and state laws affecting corporate governance, as well as rules
and requirements of the New York Stock Exchange (the “NYSE”). We implement other corporate governance practices that
we believe are in the best interests of the Company and its shareholders.

We
also understand that corporate governance practices evolve over time, and we seek to maintain practices that provide the right
framework for our operations at that time, that are of value to our shareholders and that positively aid in the governance of
the Company.

The
following sections provide an overview of ITT’s corporate governance structure and processes, including independence and
other criteria we use in selecting director nominees, our leadership structure, and certain responsibilities and activities of
the Board of Directors and its committees.

ITT’s
key governance documents, including our Corporate Governance Principles (the “Principles”), and the charters for the
Audit, Compensation and Personnel and Nominating and Governance Committees, are available on our website at www.itt.com/investors/corporate-governance.
Our Code of Conduct is available on our website at www.itt.com. We have included our website addresses only as inactive
textual references and do not intend them to be active links to our website. Our website is not incorporated into or a part of
this Proxy Statement. Shareholders may also obtain copies of these documents free of charge by sending a written request to ITT
Inc., 1133 Westchester Avenue, White Plains, NY 10604, Attention: Corporate Secretary.

CORPORATE
GOVERNANCE PRINCIPLES

The
Board of Directors has adopted the Principles, which govern the operations of the Board and its committees and guide the Board
and ITT’s leadership team in the execution of their responsibilities. The Nominating and Governance Committee is responsible
for overseeing the Principles. The Nominating and Governance Committee reviews the Principles at least annually and makes recommendations
to the Board for updates in response to changing regulatory requirements, issues raised by shareholders or other stakeholders,
changing regulatory requirements or otherwise as circumstances warrant. The Board may amend, waive, suspend or repeal any of the
Principles at any time, with or without public notice, as it determines necessary or appropriate in the exercise of the Board’s
judgment or fiduciary duties. As noted above, we have posted the Principles on our website at: www.itt.com/investors/ corporate-governance.
The Principles include the following items concerning the Board:

■

no director may stand for re-election
after he or she has reached the age of 75;

■

directors must be able to devote the
requisite time for preparation and attendance at regularly scheduled Board and Committee meetings, as well as be able to participate
in other matters necessary for good corporate governance;

■

directors are limited to service on
four public company boards (including the ITT Board). If the director serves as an active CEO of a public company, the director
is limited to service on one public company board (including the ITT board) in addition to service on his or her own board;

■

the CEO reports at least annually
to the Board on succession planning and management development;

■

the Board evaluates the performance
of the CEO and other senior management personnel at least annually; and

■

the Board maintains a process whereby
the Board and its committees are subject to annual evaluation and self-assessment.

Our
Board does not have a formal policy with respect to the separation of the roles of Chair of the Board and Chief Executive Officer.
The Board believes that this is a matter that should be discussed and determined by the Board from time to time and that each
of the possible leadership structures for a board of directors has its particular advantages and disadvantages. These factors
must be considered in the context of the specific circumstances, giving due consideration to the individuals involved, the culture
and performance of the Company, the needs of the business, fulfillment of the duties of the Board and the best interests of shareholders.

Although
the Board may determine to combine the roles of Chair and Chief Executive Officer in the future, since 2011 the Board has determined
that having separate individuals holding the Chair and Chief Executive Officer positions is the right leadership structure for
the Company. This structure allows our Chief Executive Officer to focus on the operations of our business while the independent
Chair focuses on leading the Board in its responsibilities. The Board most recently considered the appropriate leadership structure
for the Board as part of the recently completed CEO transition and, taking into account feedback from our shareholders, confirmed
that this separation continues to be in the best interests of ITT’s shareholders at this time as well as for the foreseeable
future.

THE
BOARD’S ROLE IN LEADERSHIP SUCCESSION PLANNING

The
Board is actively engaged in our talent management program. The Compensation and Personnel Committee oversees the process for
succession planning for the CEO and other senior executives and updates the full Board in its executive sessions. The Board holds
a formal succession planning and talent review session each summer. These sessions include the identification and development
of internal candidates and assessment of key capabilities, desired leadership skills, and the ability to influence our business
and strategic direction consistent with our core values. As part of the succession planning process, the CEO, working with the
Board, also reviews and maintains an emergency succession plan for the position of CEO.

Directors
interact with ITT leaders through Board presentations and discussions, as well as through informal events and interactions throughout
the year such as lunch, dinner, and small group and planned one-on-one sessions.

As
previously disclosed by the Company on December 11, 2019, the Board appointed Mr. Lavin to serve as the non-executive Chairman
of the Board, effective upon his election to the Board at the Company’s 2020 Annual Meeting of Shareholders. The current
Chairman of the Board, Mr. MacInnis, will continue to serve as Chairman until such time. Mr. MacInnis will not stand for re-election
to the Board at the 2020 Annual Meeting of Shareholders. The appointment of Mr. Lavin to serve as the next non-executive Chairman
of ITT was made in anticipation of Mr. MacInnis’ retirement and to ensure a smooth transition.

DIRECTORS’
QUALIFICATION AND SELECTION PROCESS

BOARD
MEMBERSHIP CRITERIA

The
Nominating and Governance Committee regularly considers and reviews with the Board the appropriate skills and characteristics
for Board members in fulfilling its responsibility to identify and recommend qualified candidates for membership on the Board.

The
Corporate Governance Principles state that as part of the membership criteria for new Board members, individuals who are nominated
are expected to have significant accomplishments and recognized business stature and possess attributes and experiences such as
diversity, management skills and business, technological and international experience. The Nominating and Governance Committee’s
top priority is therefore ensuring that the Board is composed of directors who bring diverse viewpoints and perspectives, exhibit
a variety of skills, professional experience and backgrounds, and effectively represent the long-term interests of shareholders.

Additional
criteria for identifying and evaluating candidates for the Board include:

■

personal qualities and characteristics, accomplishments and reputation
in the business community;

■

current knowledge and contacts in the Company’s business
communities and industries;

■

the fit of the individual’s skills and personality with
those of other directors in building a Board that is effective, collegial and responsive;

■

ability and willingness to commit adequate time to Board and committee
matters;

■

diversity of viewpoints, background, experience and other demographics;

■

independence (including independence from the interests of a particular
group of shareholders);

■

absence of potential conflicts with our interests; and

■

such other criteria as the Board may from time to time determine
relevant.

DIRECTOR
SKILLS

Our
director nominees possess relevant experience, skills and qualifications which contribute to a well-functioning Board that effectively
oversees the Company’s strategy and management. All of our director nominees bring to the Board a wealth of executive leadership
experience derived from their diverse professional backgrounds and areas of expertise. As a group, they have global industrial
and financial expertise, public company board experience and sound business acumen.

BOARD
DIVERSITY

The
Board actively seeks to consider diverse candidates for membership on the Board when it has a vacancy to fill and includes diversity
as a specific factor when conducting any search for candidates. In identifying and evaluating candidates for the Board, the Nominating
and Governance Committee considers the diversity of the Board, including diversity of skills, experience and backgrounds, as well
as ethnic and gender diversity. We believe that our Board nominees appropriately reflect a diversity of skills, of professional,
gender, ethnic and personal backgrounds, and of experience.

BOARD
TENURE

The
Board also strives to maintain an appropriate balance of tenure and turnover among directors. The Board believes that there are
significant benefits from the valuable experience and familiarity with the Company and its people and processes that longer-tenured
directors bring, as well as significant benefits from the fresh perspective and ideas brought by new directors. We believe that
our Board strikes the right balance of longer serving and newer directors.

PROCESS
FOR IDENTIFYING AND SELECTING NEW BOARD MEMBERS

The
Nominating and Governance Committee identifies director candidates through a variety of sources including an independent search
firm, personal references, and business contacts.

Shareholders
who wish to recommend candidates may contact the Nominating and Governance Committee in the manner described in “Communication
with the Board of Directors.” Shareholder nominations must be made according to the procedures required by our Amended and
Restated By-laws (the “By-laws”) and described in this Proxy Statement under the heading “Information about
the Proxy Statement & Voting.” Shareholder recommended candidates and shareholder nominees whose nominations comply
with these procedures and who meet the criteria referred to above will be evaluated by the Nominating and Governance Committee
in the same manner as other nominees.

A key
component to the nomination (and re-nomination) process is the Nominating and Governance Committee’s consideration of the
results of the Board’s evaluation process. The results generated from this evaluation process include nominee attributes
and experiences that will individually and collectively complement the existing Board, taking into account the Board’s needs
for expertise and recognizing that the Company’s businesses and operations are diverse and global in nature.

Prior
to recommending nominees for election as directors, the Nominating and Governance Committee, and then the full Board of Directors,
engages in a deliberative process and considers the following to ensure that the nominee will contribute to an effective Board
of Directors:

■

the nominee’s fit with the membership criteria discussed
above;

■

the nominee’s skills and attributes and overall complement
to the skills matrix discussed above; and

■

the diversity that the nominee will add to the Board.

Biographical
information for each candidate for election as a director is evaluated and candidates for election participate in interviews with
existing Board members and management. Each candidate is subject to thorough background checks and nominees must meet the requirements
of the Company’s By-laws and the Corporate Governance Principles.

BOARD
AND COMMITTEE EVALUATION PROCESS

We
recognize the critical role that Board and committee evaluations play in ensuring the effective functioning of our Board. Our
Board annually evaluates the performance of the Board and its committees. As part of the Board’s self-assessment process,
directors complete questionnaires that consider various topics related to Board composition, structure, effectiveness, and responsibilities,
as well as the overall mix of director skills, experience, and backgrounds. As set forth in its charter, the Nominating and Governance
Committee oversees the Board and committee evaluation process. Annually, the Nominating and Governance Committee reviews the questionnaires
and the process and considers whether changes are recommended.

TOPICS
CONSIDERED DURING THE BOARD AND COMMITTEE SELF-ASSESSMENTS INCLUDE:

Committee structure and process, including keeping the full Board
abreast of committee matters

■

Oversight of the Company’s strategy

■

Effectiveness of management support for committees

■

Access to management, experts and internal and external resources

■

Effectiveness of risk oversight

■

Identification of topics that should receive more attention and
discussion, particularly emerging risk areas

■

Materials and information, including the quality and quantity
of information received

■

Performance of Board Chair

■

Performance of committee chairs

■

Conduct of meetings, including encouragement of and time allocated
for candid dialogue

The
Company’s Corporate Secretary aggregates and summarizes all of the directors’ responses to the questionnaires, highlighting
comments and year-over-year trends. Responses are not attributed to specific Board or committee members to promote candor. These
summaries are shared with the Board and committee members to inform their review and discussion. The Chair of the Nominating and
Governance Committee, with support from the Corporate Secretary, leads a discussion of the Board and committee results at the
Nominating and Governance Committee meeting as well as with the full Board. Each committee chair, with support from the Corporate
Secretary, leads a discussion at their committee meeting of their individual assessments. As a result of these discussions, an
action plan is created and practices are updated based on the self-assessment observations and suggestions. As an outcome of these
discussions, directors share relevant feedback with management and suggest changes or areas of improvement or focus.

Following
the in-person review of the results of the Board and committee self-assessments, our independent Chair has individual one-on-one
discussions with each director to elicit any further information about their views on the functioning of the

Board
and its committees. Feedback from those discussions is also incorporated into the overall action plan.

Examples
of changes made in response to the self-assessment process over the last several years include:

■

prioritizing diversity in the next director search;

■

increased Board exposure both formally and informally to key executives;

■

additional reserved time for “Board only” discussions
to continue to foster openness and cohesiveness among the Board; and

■

a coordinated director education schedule to provide additional
education on relevant topics as part of regularly scheduled meetings.

The
Board of Directors has considered whether to engage an independent third party to conduct or facilitate the Board self-assessments
and has to-date concluded that an independent review is not necessary. The Board has agreed that it will consider this as needed.

The
results of the self-assessment process in 2019 confirmed the Board’s belief that the Board and its committees are currently
operating effectively.

DIRECTOR
ORIENTATION AND CONTINUING EDUCATION

As
part of ITT’s director orientation program, new directors participate in one-on-one introductory meetings with members of
ITT’s leadership team and other functional leaders. This director orientation familiarizes the directors with our business
and strategic plans, significant financial, accounting and risk management issues, human resources matters, our compliance programs
and other controls, policies, and procedures. The orientation also addresses Board procedures, our Principles and our Board committee
charters. Finally, it provides directors with the opportunity to meet with our officers and other key members of senior management.

The
Company endeavors to provide ongoing director education throughout the year. Our annual strategy session, where senior management
presents the strategic plans for each of the businesses and the Company as a whole, is one component of that ongoing education.
We aim to periodically hold the annual strategy session at an ITT facility in order to increase the Board’s understanding
of the Company’s people, operations, product lines, and overall business. Our senior management also presents topics throughout
the year to the Board in order to increase their understanding of the Company’s business operations, strategies, risks and
opportunities.

Directors
may enroll in external continuing education programs at ITT’s expense on topics associated with a director’s service
on a public company board in order to provide a forum for them to maintain their insight into leading governance practices, exchange
ideas with peers, and keep current their skills and understanding of their duties as directors.

SHAREHOLDER
ENGAGEMENT

Our
Board values the views of our shareholders, and the feedback we receive from shareholders is a key input to our corporate governance,
executive compensation, and sustainability practices.

ENGAGEMENT
PROGRAM

Since
formalizing our engagement approach in 2017, we have reached out annually to shareholders owning over 50% of ITT’s outstanding
shares to discuss governance matters. In 2019, we expanded our outreach to cover shareholders representing nearly 70% of ITT’s
outstanding shares, and engaged with shareholders representing over 40% of such shares. The feedback we received was shared with
the Board and members of senior management.

We
believe it is important for the Company to have a direct line of communication with shareholders so that the Board and management
are better able to assess our policies and practices continually.

Shareholders supported the Board’s rationale for considering
an AIP design change in 2020 to increase the weighting of the individual component from 10% to 20% of the total, and certain
shareholders suggested potential enhancements to disclosure to accompany this change

Discussed the Compensation & Personnel Committee’s focus
on cultivating an innovative, diverse and inclusive workplace that engages and energizes people

RECENT
BOARD ACTIONS

■

Board Refreshment:Our approach to Board refreshment and diversity continues to be informed
by our shareholders’ perspectives, and following recent additions to our Board that further enhanced our Board’s
skill sets and diversity, we are implementing a transition of the independent Chair role that will occur at the 2020 Annual
Meeting.

■

Compensation:In
response to shareholder feedback, in 2019 we increased the weighting of PSUs in our LTI award from 50% to 60%. Starting in
2020, we have increased the weighting of the individual component in our AIP to further align pay with ITT’s long-term
business strategy and enhance individual accountability.

■

Sustainability:We
continue to evolve and enhance our sustainability practices and disclosure, taking into account multiple years of shareholder
feedback. Our 2019 Sustainability Report included metrics reported in accordance with SASB, and our 2019 supplemental report
included three-year progress on environmental metrics and introduced baseline metrics around workplace diversity. We plan
to issue a 2020 supplemental report later this year.

We
encourage shareholders to continue to engage with us and let us know their thoughts about ITT or to bring any matters to our attention.
Please feel free to write directly to us at ITT Inc., 1133 Westchester Avenue, White Plains, NY 10604. Attention: Corporate Secretary.

The
Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent
from time to time as appropriate. Under the Principles, directors are expected to attend all meetings of the Board and all meetings
of the committees of which they are members. Members may attend by telephone or video conference, although in-person attendance
at regularly scheduled meetings is strongly encouraged. The Board held 9 meetings during the 2019 fiscal year, and there were
16 meetings of standing committees. All directors attended at least 75% of the aggregate of all meetings of the Board and standing
committees on which they served. It is Company practice that all directors attend our annual meetings. All directors who were
on the Board at that time attended our 2019 annual meeting of shareholders either in person or telephonically.

The
Board has an Audit Committee, a Compensation and Personnel Committee, and a Nominating and Governance Committee. The following
table summarizes the current membership of each Committee:

The Board of Directors is charged with oversight
of the Company’s risk management policies and practices with the objective of ensuring that appropriate risk management
systems are employed throughout the Company. ITT faces a broad array of risks, including market, operational, strategic, legal,
political, international, and financial risks. The Board monitors overall corporate performance, the integrity of the Company’s
financial controls and the effectiveness of its legal compliance and enterprise risk management programs, risk governance
practices, and risk mitigation efforts. The Board receives reports from management on risk matters in the context of the Company’s
annual strategy session and strategic planning reviews, the annual operating plan and budget reviews and business reports,
and other updates provided at Board meetings.

Audit

Committee

Compensation
and Personnel
Committee

Nominating
and Governance
Committee

Primary Risk Oversight

Primary
Risk Oversight

Primary
Risk Oversight

■

Oversees ITT’s policies on risk assessment
and management, and oversees risks related to the Company’s financial statements, the financial reporting process, accounting
matters, and other areas of significant financial risk. Also assesses risks related to legal and regulatory matters that may
have a material impact on the Company’s financial statements and cybersecurity.

■

Oversees risks related to compensation-related matters, management
succession planning and corporate culture. For additional information regarding the Compensation and Personnel Committee’s
role in evaluating the impact of risk on executive compensation, see page 51 of the Compensation Discussion & Analysis.

The Company’s internal audit
function has primary oversight responsibilities over risk management and engages with other members of management to monitor
and analyze various risks. Each Board committee receives regular reports from management within the relevant expertise of
that committee. For example, the Compensation and Personnel Committee reviews and assesses compensation and incentive program
risks to ensure that the Company’s compensation programs encourage innovation and balance appropriate business risks
and rewards without encouraging risk-taking behaviors that may have a material adverse effect on the Company, and it receives
an annual report from management evaluating these risks. The Board and each Committee meets in executive sessions and with
key management personnel and outside advisors when deemed necessary.

The
charters of each of the Audit, Compensation and Personnel and Nominating and Governance Committees conform with the applicable
NYSE listing standards, and each committee reviews its charter at least annually, and as regulatory developments and business
circumstances warrant. Each of the committees considers revisions to its respective charter from time to time to
reflect evolving best practices. The descriptions below of the roles and responsibilities of each of the committees of the Board
are qualified by reference to the complete committee charters, which are available on our website at www.itt.com/investors/corporate-governance.

Purpose:
assist the Board of Directors in fulfilling its responsibility to oversee management’s
conduct of the financial reporting process.

The
Audit Committee is primarily responsible for:

■ reviewing
and discussing with management and the independent auditor the annual audited and quarterly unaudited financial statements and
approving those financial statements for inclusion in the Company’s public filings;

■ reviewing
and overseeing the Company’s selection and application of accounting principles and matters relating to the Company’s
internal controls and disclosure controls and procedures;

■ overseeing
the Company’s compliance with legal and regulatory requirements, including reviewing the effect of regulatory and accounting
initiatives on the Company’s financial statements;

■ overseeing
the structure and scope of the Company’s internal audit function; and

■ overseeing
the Company’s policies on risk assessment and management.

The
Audit Committee is also directly responsible for the selection and oversight of the Company’s independent registered
public accounting firm, including determining the firm’s qualifications, independence, scope of responsibility and
compensation.

Audit
Committee Report, Page 35

The
Audit Committee has established policies and procedures for the pre-approval of all services by our independent registered public
accounting firm. The Audit Committee also has established procedures for the receipt, retention and treatment, on a confidential
basis, of complaints received regarding accounting, internal controls and auditing matters. Additional details on the role of
the Audit Committee may be found in “Ratification of the Independent Registered Public Accounting Firm (Proxy Item No. 2)”
later in this Proxy Statement.

The
Board of Directors has determined that each member of the Audit Committee is financially literate and independent, as defined
by the rules of the SEC and the NYSE’s listing standard, as well as independent under the Principles. Although more than
one member of the Audit Committee satisfies the relevant requirements, the Board of Directors has identified Timothy H. Powers
as the Audit Committee financial expert. The Board of Directors has evaluated the performance of the Audit Committee consistent
with regulatory requirements.

Purpose:
provide oversight of the compensation and benefits provided to employees of the Company.

The Compensation
and Personnel Committee reviews and approves the Company’s overall compensation philosophy and oversees the administration
of the Company’s executive compensation and benefit programs, policies and practices. Its responsibilities also
include:

■ reviewing
and discussing the Company’s talent review and development process, succession planning process for executive officers
(including, the CEO) and other senior mangement roles and aspects of culture and diversity for the Company;

■ approving
the Compensation Discussion and Analysis included in the Company’s annual proxy statement; and

■ reviewing
and approving the Company’s peer companies and data sources for purposes of evaluating our compensation competitiveness
and the mix of compensation.

Compensation
and Personnel Committee Report, Page 67

The
Board of Directors has determined that each member of the Compensation and Personnel Committee is independent, as defined by the
rules of the SEC and the NYSE’s listing standard, as well as independent under the Principles and Section 2.10 of the Company’s
By-laws. In addition, each committee member is a “non-employee director” as defined in Rule 16b-3 under the Securities
Exchange Act of 1934 (“Exchange Act”). The Board of Directors has evaluated the performance of the Compensation and
Personnel Committee consistent with regulatory requirements.

NOMINATING AND GOVERNANCE
COMMITTEE

Attendance

Responsibilities

Meetings
Held in 2019: 4

Committee
Members

Donald DeFosset,
Jr. (Chair)

Orlando D. Ashford

Geraud Darnis

Frank T. MacInnis
(will not stand for re-election in 2020)

Timothy H. Powers

Cheryl L. Shavers

Purpose:
ensure that the Board of Directors is appropriately constituted to meet its fiduciary obligations to shareholders
of the Company.

The Nominating
and Governance Committee oversees the practices, policies and procedures of the Board and its committees. Responsibilities
include:

■ evaluating
the size, composition, governance and structure of the
Board and the qualifications, compensation and retirement age of directors;

■identifying,
evaluating and proposing nominees for election to the Board;

■considering
the independence and possible conflicts of interest of directors and executive officers and ensuring compliance with applicable
laws and NYSE listing standards; and

■overseeing
the Company’s overall enterprise risk management program.

The Nominating
and Governance Committee is charged with

■overseeing
the self-evaluations of the Board and its committees;

■reviewing
the Principles;

■reviewing
material related party transactions in accordance with our Related Party Transactions Policy; and

■monitoring
our directors’ outside engagements and administering our director resignation procedures when there is a change
in a director’s employment status.

The Committee
also maintains an informed status on the Company’s sustainability initiatives and on activities involving community
relations and philanthropy.

The
Board of Directors has determined that each member of the Nominating and Governance Committee is independent, as defined by the
rules of the SEC and the NYSE’s listing standard, as well as independent under the Principles. The Board of Directors has
evaluated the performance of the Nominating and Governance Committee consistent with regulatory requirements.

As
stated above, the Nominating and Governance Committee evaluates the compensation program for the non-management directors and
makes recommendations to the Board regarding their compensation. The Nominating and Governance Committee has retained Pay Governance
LLC (“Pay Governance”) as an independent consultant for this purpose. Pay Governance’s responsibilities include
providing market comparison data on non-management director compensation at peer companies, tracking trends in non-management
director compensation practices, and advising the Nominating and Governance Committee regarding the components and levels of non-management
director compensation. The Nominating and Governance Committee is not aware of any conflict of interest on the part of Pay Governance
arising from these services or any other factor that would impair Pay Governance’s independence. Executive officers do not
play any role in either determining or recommending non-management director compensation.

EXECUTIVE
SESSIONS OF DIRECTORS

Agendas
for meetings of the Board of Directors include regularly scheduled executive sessions led by the Board’s non-executive Chair
for the independent directors to meet without management present. Board members have access to our employees outside of Board
meetings, and the Board encourages directors to visit different Company sites and events periodically and meet with local management
at those sites and events, either as part of a regularly scheduled Board meeting or otherwise.

HEDGING
AND PLEDGING

Our
directors and certain employees (including executive officers) are prohibited from hedging and speculative trading in and out
of the Company’s securities, including short sales and leverage transactions, such as puts, calls, and listed and unlisted
options.

We
also prohibit our directors and certain employees from pledging Company securities as collateral for a loan.

DIRECTOR
INDEPENDENCE

The
Board of Directors, through the Nominating and Governance Committee, conducts an annual review of the independence of its members.
With the assistance of legal counsel to the Company, the Nominating and Governance Committee has reviewed the applicable standards
for Board and committee member independence, as well as the standards established by the Principles. A summary of the answers
to annual questionnaires completed by each of the directors and a report of transactions with director-affiliated entities are
also made available to the Nominating and Governance Committee to enable its comprehensive independence review. On the basis of
this review, the Nominating and Governance Committee has delivered a report to the full Board of Directors, and the Board has
made its independence determinations based upon the committee’s report and the supporting information.

Under
NYSE listing standards, an independent director must not have any material relationship with the Company, either directly or as
a partner, shareholder or officer of an organization that has a relationship with the Company. The NYSE requirements pertaining
to director independence also include a series of objective tests, such as the requirement that the director is not an employee
of the Company and has not engaged in various types of business dealings with the Company. The Board also considers whether directors
have any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a
director. The SEC has a separate independence requirement for Audit Committee members that overlays the NYSE requirements. The
NYSE also requires directors that serve on compensation committees to satisfy additional independence requirements specific to
that service.

The
Board of Directors has determined that Mr. Savi is not “independent” because of his employment as Chief Executive
Officer of the Company. The Board of Directors has reviewed all relationships between the Company and each other member of the
Board of Directors and has affirmatively determined that all of the members of the Board other than Mr. Savi are “independent”
pursuant to the applicable listing standards of the NYSE. None of these directors were disqualified from “independent”
status under the objective tests set forth in the NYSE standards. In assessing independence under the subjective relationships

test
described above, the Board of Directors took into account the criteria for disqualification set forth in the NYSE’s objective
tests, and reviewed and discussed additional information provided by each director and the Company with regard to each director’s
business and personal activities as they may relate to the Company and its management. Based on the foregoing, as required by
the NYSE, the Board made the subjective determination as to each of these directors that no material relationships with the Company
exist and no relationships exist which, in the opinion of the Board of Directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of such director. The Board also determined that the current members of the Audit
Committee and of the Compensation and Personnel Committee meet the applicable SEC and NYSE listing standard independence requirements
with respect to membership on such committees.

In making its independence
determinations, the Board considered transactions occurring since the beginning of the Company’s 2017 fiscal year between
the Company and entities associated with the directors or members of their immediate family. All identified transactions that
appear to relate to the Company and a person or entity with a known connection to a director were presented to the Board of Directors
for consideration. The Board also considered in its analysis the Company’s contributions to tax-exempt organizations with
respect to each of the non-management directors. In making its subjective determination that each non-management director is independent,
the Board considered the transactions in the context of the NYSE objective standards, and special standards established by the
SEC for members of audit and compensation committees. In each case, the Board determined that, because of the nature of the director’s
relationship with the entity or the amount involved in the transaction, the relationship did not impair the director’s independence.
The Company did not make any contributions to any tax exempt organizations in which any non-management director serves as an executive
officer within the past three fiscal years where such contributions exceeded the greater of $1 million or 2% of such organization’s
consolidated gross revenues.

CODE
OF CONDUCT

The
Company has also adopted the ITT Code of Conduct which applies to all employees, including the Chief Executive Officer, Chief
Financial Officer and Principal Accounting Officer and, where applicable, to its non-management directors. We disclose on our
website any changes or waivers from the Code of Conduct for the Company’s Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, our non-management directors and other executive officers. In addition, the Company will disclose
within four business days any substantive changes in or waivers of the Code of Conduct granted to our Chief Executive Officer,
Chief Financial Officer and Principal Accounting Officer, or persons performing similar functions. We intend to do this by posting
such information on our website as set forth above rather than by filing a Form 8-K with the SEC.

The Company has established
a confidential ethics phone line and website to respond to employees’ questions and reports of ethical concerns. Also, the
Audit Committee has established a policy with procedures to receive, retain and treat complaints received by the Company regarding
accounting, internal controls or auditing matters, and to allow for the confidential, anonymous submission by employees of concerns
regarding accounting or auditing matters.

COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members
of the Compensation and Personnel Committee during 2019 or as of the date of this Proxy Statement has been an officer or employee
of the Company and no executive officer of the Company served on the compensation committee or board of any company that employed
any member of our Compensation and Personnel Committee or Board of Directors.

Shareholders and other
interested parties may contact any of our directors (including the non-executive Chair), a committee of the Board, the Board’s
non-management directors as a group, or the Board as a whole by writing to them c/o ITT Inc., 1133 Westchester Avenue, White Plains,
NY 10604, Attention: Corporate Secretary. Communications are distributed to the Board, or to any individual director(s), as appropriate
under the facts and circumstances. Junk mail, advertisements, product inquiries or complaints, resumes, spam and surveys are not
forwarded to the Board. Material that is threatening, unduly hostile or similarly inappropriate will also not be forwarded, although
any non-management director may request that any communications that have been excluded be made available.

POLICIES
FOR APPROVING RELATED PARTY TRANSACTIONS

The
Board has adopted a written Related Party Transaction Policy (the “Policy”) that addresses the reporting, review and
approval or ratification of transactions with related parties. The Policy covers (but is not limited to) those related party transactions
and relationships required to be disclosed under Item 404(a) of the SEC’s Regulation S-K, and applies to each director or
executive officer of the Company, any nominee for election as a director of the Company, any security holder who is known to the
Company to own of record or beneficially more than 5% of any class of the Company’s voting securities, and any immediate
family member of any of the foregoing persons (each, a “Related Party”).

The
Company recognizes that transactions with Related Parties may involve potential or actual conflicts of interest and pose the risk
that they may be, or be perceived to have been, based on considerations other than the Company’s best interests. Accordingly,
as a general matter, the Company seeks to avoid such transactions. However, the Company recognizes that in some circumstances
transactions between Related Parties and the Company may be incidental to the normal course of business, may provide an opportunity
that is in the best interests of the Company to pursue, or may not otherwise be inconsistent with the best interests of the Company.
In other cases it may be inefficient for the Company to pursue an alternative transaction. The Policy therefore is not designed
to prohibit Related Party transactions; rather, it is designed to provide for timely internal reporting of such transactions and
appropriate review, oversight and public disclosure of them. The Policy supplements the provisions of our Code of Conduct concerning
potential conflict of interest situations. Under the Policy, an amendment to an arrangement that is considered a Related Party
transaction is, unless clearly incidental in nature, considered a separate Related Party transaction.

The
Policy provides for the Nominating and Governance Committee to review all Related Party transactions and, wherever possible, to
approve such transactions in advance of any such transaction being given effect. In connection with approving or ratifying a Related
Party transaction, the Nominating and Governance Committee considers, in light of the relevant facts and circumstances, whether
or not the transaction is in, or consistent with, the best interests of the Company, including, as applicable, consideration of
the following factors:

■ the
position within or relationship of the Related Party with the Company;

■ the
materiality of the transaction to the Related Party and the Company, including the dollar value of the transaction, without regard
to profit or loss;

■ the
business purpose for and reasonableness of the transaction, taken in the context of the alternatives available to the Company
for attaining the purposes of the transaction;

■ whether
the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms that the Company
offers generally to persons who are not Related Parties;

■ whether
the transaction is in the ordinary course of our business and was proposed and considered in the ordinary course of business;
and

■ the
effect of the transaction on our business and operations, including on the Company’s internal control over financial reporting
and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements)
that should be applied to such transaction.

The
Policy provides standing pre-approval for certain types of transactions that the Nominating and Governance Committee has determined
do not pose a significant risk of conflict of interest, either because a Related Party would not have a material interest in a
transaction of that type or due to the nature, size and/or degree of significance to the Company. The Policy is re-evaluated periodically.

At
ITT, we know that improving our sustainability efforts creates value for our customers, employees, communities and shareholders.
It helps us align to the values and emerging expectations of today’s world.

The
Board also understands that sustainability is a key focus for investors and takes investor feedback on sustainability seriously.
We continue to evaluate which ESG factors pose the most material risks to the Company and create the strongest opportunities to
enhance our bottom line and sustain long-term financial value.

ITT
uses discussions with shareholders to better understand how investors view this topic, including emerging reporting standards,
the various data sources available, and peer reporting.

We
also use these shareholder engagement opportunities to discuss the Company’s current sustainability focus areas and recent
developments. Our 2019 Sustainability Report was informed by those discussions with investors. The Sustainability Report incorporated
the SASB metrics relevant to the Company, as requested by many of our shareholders in our engagement discussions. We also publish
an annual supplemental report which includes our three-year progress on key environmental and social metrics.

Our
governance processes and policies are designed to provide appropriate oversight of sustainability and inform our Board about significant
ESG issues impacting the Company. These policies and processes, as well as areas of focus most relevant given our business and
industry, are informed by proactive engagement with our shareholders as well as other stakeholders, including the SASB.

BOARD
OF DIRECTORS

Nominating
and Governance Committee

Provides
oversight of sustainability in general, focused on assessing the effectiveness of our Environment, Safety, Health &
Security (“ESH&S”) program

Compensation
and Personnel Committee

Oversees
compensation and benefits for our executive officers, including recruitment and development of diverse talent necessary
to ensure ITT’s success

ESH&S
GROUP

Internal
team that drives overall approach to
Environment & Safety matters, establishes corporate-wide
processes and goals, and
periodically reports to the Board

The
Nominating and Governance and the Compensation and Personnel Committees have primary responsibility for sustainability-related
topics. The Board also receives periodic reports from our internal ESH&S group in order to stay apprised of the Company’s
overall approach to these matters.

Each
director must be elected by a majority of the votes cast by the shareholders represented in person or by proxy at the Annual Meeting.
A “majority of the votes cast” means that the number of votes cast “for” a director must exceed the number
of votes cast “against” that director (with abstentions and broker non-votes not counted as votes cast with respect
to that director). In a contested election for directors (an election in which the number of nominees for election as directors
is greater than the number of directors to be elected), the vote standard would be a plurality of votes cast.

In
accordance with our By-laws and the Principles, the Board will only nominate director candidates who agree to tender an irrevocable
resignation promptly following their failure to receive the required vote for re-election in an uncontested election. In addition,
the Board will fill director vacancies and new directorships only with candidates who agree to tender the same form of resignation
promptly following their appointment to the Board.

If
an incumbent director fails to receive the required vote for re-election in an uncontested election and submits his or her resignation
to the Chair of the Board or the Corporate Secretary, then the Nominating and Governance Committee (or the equivalent committee
then in existence) shall promptly consider the resignation and all relevant facts and circumstances concerning any vote and the
best interests of the Company and its shareholders. After such consideration, the Nominating and Governance Committee will make
a recommendation to the Board regarding whether the resignation should be accepted or rejected, or whether any other action should
be taken. The Board will act on the Committee’s recommendation no later than its next regularly scheduled Board meeting
(after certification of the shareholder vote) or within 90 days after certification of the shareholder vote, whichever is earlier,
and the Board will promptly publicly disclose its decision and the reasons for its decision.

Each
nominee elected as a director will continue in office until the earlier of the 2021 Annual Meeting of Shareholders, his or her
successor having been duly elected and qualified, or his or her death, resignation or removal.

The
11 nominees for election to the Board in 2020 have agreed to serve if elected, and management has no reason to believe that such
nominees will be unavailable to serve. In the event that any of the nominees is unable or declines to serve as a director at the
time of the Annual Meeting, then the persons named as proxies may vote for a substitute nominee chosen by the present Board to
fill the vacancy. Alternatively, the Board may reduce the size of the Board of Directors. The individuals named as proxies in
the proxy card intend to vote your proxy (if you are a shareholder of record) FOR the election of each of these nominees, unless
you indicate otherwise on the proxy card.

2020
DIRECTOR NOMINEES

Eleven
members of our Board are standing for election to hold office until the 2021 Annual Meeting of Shareholders.

We
believe our 2020 director nominees evidence our commitment to maintain an appropriate balance of tenure, turnover, diversity and
skills on the Board. Of the 11 directors who are nominees for election at the Annual Meeting, three are female, three are racially
or ethnically diverse, and four are citizens of a non-U.S. country (in some cases, in addition to the U.S.). As discussed in detail
in our nominees’ biographies, the nominees come from diverse professional backgrounds and industries, including manufacturing,
finance and technology. Each of our 2020 director nominees was recommended for election by the Nominating and Governance Committee,
and such recommendation was approved unanimously by the Board.

The
principal occupation and certain other biographical information about the nominees is set forth on the following pages.

ORLANDO
D. ASHFORD

Age:
51

Director
since:

December
2011

President
of Holland America Line

CAREER:

Orlando
D. Ashford has served as the President of Holland America Line, a division of Carnival Corporation, since December 2014.
Previously, Mr. Ashford was the President of the Talent business segment at Mercer, a global consulting leader and subsidiary
of Marsh & McLennan Companies (“Marsh”). From 2008 to 2012, Mr. Ashford was the Senior Vice President, Chief
Human Resources and Communications Officer for Marsh. Prior to joining Marsh in 2008, Mr. Ashford served as Group Director
of Human Resources for Eurasia and Africa for the Coca-Cola Company and as Vice President of Global Human Resources Strategy
and Organizational Development for Motorola, Inc. He has also held leadership positions with Mercer Delta Consulting, Ameritech
and Andersen Consulting. Mr. Ashford serves on the board of directors for the Virgina Mason Medical Center, the Seattle chapter
of the Positive Coaching Alliance and Year Up.

REASONS
FOR ELECTION TO THE BOARD OF ITT:

In considering Mr. Ashford for director of the Company, the Board considered his expertise in addressing talent, culture and human capital issues at the executive level, as well as his significant experience in multinational organizations, providing experience and skills relevant to the Company’s international sales operations.

BOARD
COMMITTEES:

■ Compensation
and Personnel Committee

■ Nominating
and Governance Committee

GERAUD
DARNIS

Age:
60

Director
since:

October
2015

Former
President & CEO of UTC Building & Industrial Systems

CAREER:

Geraud
Darnis served as the President & Chief Executive Officer of UTC Building & Industrial Systems, the world’s
largest provider of high-technology building systems, whose brands include Otis, Carrier, Chubb, Kidde and Automated Logic
from September 2013 to December 2015. UTC Building & Industrial Systems is a unit of United Technologies Corporation.
Mr. Darnis served as the President and Chief Executive Officer of UTC Climate, Controls and Security from September 2011 to
September 2013. In 2001, he served briefly as President of UTC Power before being named President of Carrier, a position he
held until 2011 when Carrier and UTC Fire & Security were combined into UTC Climate, Controls & Security. Prior to
2001, Mr. Darnis held a number of general management and financial positions at UTC in Latin America, Europe and Asia. Mr.
Darnis currently serves as the non-executive Chairman of Miliken & Company Inc. and a member of its Human Resources and
Compensation, Finance, and Nominating & Governance Committees. Mr. Darnis also served as a member on the Air-Conditioning,
Heating and Refrigeration Institute from 2003 to 2006, including Chairman from November 2004 to November 2005, and then as
an advisory member of the Executive Committee from 2007 to 2014.

REASONS
FOR ELECTION TO THE BOARD OF ITT:

In
considering Mr. Darnis for director of the Company, the Board considered his significant management experience as president
of a major operating unit at a large global manufacturing company and his wide-ranging expertise in a variety of industries
in which the Company operates, including industrial and aerospace.

Donald
DeFosset, Jr. retired in 2005 as Chairman, President & Chief Executive Officer of Walter Industries, Inc., a diversified
public company with principal operating businesses in homebuilding and home financing, water transmission products and energy
services. Mr. DeFosset had served since November 2000 as President & Chief Executive Officer, and since March 2002 as
Chairman, of Walter Industries. Over his career, Mr. DeFosset held significant leadership positions in major multinational
corporations, including Dura Automotive Systems, Inc., Navistar International Corporation and AlliedSignal, Inc. Mr. DeFosset
is currently a director of the following public companies: National Retail Properties Inc. since 2008 (Non-Executive Chairman
of the Board); Regions Financial Corporation since 2005 (Chairman of the Compensation Committee; Risk Committee); and Terex
Corporation since 1999 (Chairman of the Nominating and Governance Committee; Audit Committee). Mr. DeFosset is also a director
of various private companies and not-for-profit organizations.

REASONS
FOR ELECTION TO THE BOARD OF ITT:

In
considering Mr. DeFosset for director of the Company, the Board considered his extensive experience as a chief executive of
a large diversified industrial company and as a senior executive of an international machinery manufacturer. His service on
the boards of directors of a variety of large public companies further enhances his experience and adds value to the Company’s
Board.

BOARD
COMMITTEES:

OTHER
PUBLIC COMPANY BOARDS:

■ Audit
Committee

■ National
Retail Properties, Inc.

■ Nominating
and Governance Committee

■ Regions
Financial Corporation

■ Terex
Corporation

NICHOLAS
C. FANANDAKIS

Age:
63

Director
since:

October
2016

Former
Executive Vice President of DowDuPont

CAREER:

Nicholas
C. Fanandakis is currently retired. He served as Executive Vice President of DowDuPont until June 2019. From November
2009 to September 2017, he served as Executive Vice President and Chief Financial Officer of DuPont. He previously served
as Group Vice President of DuPont Applied BioSciences in 2008 and the Vice President of Corporate Plans in 2007. Prior to
2007, Mr. Fanandakis served in several positions within the DuPont organization ranging from a variety of plant, marketing
and product management positions within Petrochemicals, Chemicals & Pigments, and Specialty Chemicals, as well as in the
Industrial Solutions market space. Mr. Fanandakis joined DuPont in 1979 as an accounting and business analyst in the Petrochemicals
Department. Mr. Fanandakis is currently a director of the following public companies: FTI Consulting, Inc. since January 2014
(Chairman of the Audit Committee) and Duke Energy Corporation (Finance and Risk Management Committee and Audit Committee).

REASONS
FOR ELECTION TO THE BOARD OF ITT:

In
considering Mr. Fanandakis for director of the Company, the Board considered his significant financial and business experience
resulting from holding various management positions at a large public manufacturing company, his overall financial management
abilities, including multinational legal, tax and banking expertise, and his experience and knowledge of global industrial
markets.

Richard
P. Lavin was Chief Executive Officer & President of Commercial Vehicle Group, Inc., a leader in the development, manufacturing
and fulfillment of fully integrated system solutions for the commercial vehicle market from May 2013 to November 2015. Prior
to joining Commercial Vehicle Group, Mr. Lavin spent 29 years in a variety of positions with Caterpillar Inc. (“Caterpillar”),
including as Vice President of manufacturing operations for the Asia Pacific Division, serving as Chairman of Shin Caterpillar
Mitsubishi Ltd. - now Caterpillar Japan Ltd. - and Chairman of Caterpillar (China) Investment Co., Ltd, and as a group president
for Construction Industries and Growth Markets. Mr. Lavin is currently a director of the public company Allison Transmission
Holdings, Inc. since 2016 (Compensation Committee; Nominating & Governance Committee).

REASONS
FOR ELECTION TO THE BOARD OF ITT:

In
considering Mr. Lavin for director of the Company, the Board considered his experience overseeing Caterpillar’s largest
operating division and extensive international experience through overseeing that company’s operations in China, India,
Japan and the Asia-Pacific region. In addition, Mr. Lavin has a diverse legal and human resources background, having served
as director of Corporate Labor and Human Relations and director of Compensation and Benefits, as well as the Vice President
of Caterpillar’s Human Services Division.

BOARD
COMMITTEES:

OTHER
PUBLIC COMPANY BOARDS:

■ Compensation
and Personnel Committee (Chair)

■ Allison
Transmission Holdings, Inc.

■ Audit
Committee

FORMER
PUBLIC COMPANY BOARDS:

■ Commercial
Vehicle Group, Inc. (2013-2015)

■ USG
Corporation (2009-2019)

MARIO
LONGHI

Age:
65

Director
since:

October
2017

Former
President & CEO of United States Steel Corporation

CAREER:

Mario
Longhi served as the President & Chief Executive Officer of United States Steel Corporation, an integrated producer
and manufacturer of flat-rolled sheet and tubular steel products for a wide range of industries from September 2013 to May
2017. Previously, Mr. Longhi was President of Gerdau Ameristeel Corporation from 2005 to 2006 and President and Chief Executive
Officer from 2006 to 2011. He was also the Group President, Global Extrusions, at Alcoa Inc., where he served in a number
of increasingly responsible roles over a more than 20-year career with the company. Throughout his career he has gained experience
in the appliance, container, mining, automotive and transportation, aerospace, power generation, industrial machinery and
construction industries. Mr. Longhi is currently a director of the public company Harsco Corporation (Management Development
& Compensation Committee; Audit Committee).

REASONS
FOR ELECTION TO THE BOARD OF ITT:

In
considering Mr. Longhi for director of the Company, the Board considered his significant industrial leadership experience
and global viewpoint, as well as his deep knowledge of the steel industry and commodities, which are important to understanding
the Company’s overall business and results.

Rebecca
A. McDonald retired in July 2012, having served since December 2008 as Chief Executive Officer of Laurus Energy Inc.,
a company involved in underground coal gasification development. She previously served as President, Gas and Power, BHP Billiton
from March 2004 to September 2007, and, from October 2001 to January 2004, she served as President of the Houston Museum of
Natural Science. Ms. McDonald has more than 25 years of experience in the energy industry. She has been responsible for the
development, construction and operation of natural gas and liquids pipelines, gas and electricity distribution companies,
as well as power plant and gas processing facilities in North America, Asia, Africa and South America.

REASONS
FOR ELECTION TO THE BOARD OF ITT:

In
considering Ms. McDonald for director of the Company, the Board considered her significant expertise in the oil and gas industry,
as well as her executive-level experience and extensive knowledge of business systems and operations. The Board also considered
her experience as a director of a variety of public and private companies within the energy industry.

BOARD
COMMITTEES:

OTHER
PUBLIC COMPANY BOARDS:

■ Compensation
and Personnel Committee

■ Aggreko
plc (2012-2015)

■ Granite
Construction Incorporated (1994-2015)

■ CRH
public limited company (2015-2016)

■ Veresen
Inc. (2008-2017)

TIMOTHY
H. POWERS

Age:
71

Director
since:

February
2015

Former
Chairman, President & CEO of Hubbell Incorporated

CAREER:

Timothy
H. Powers was the Chairman, President & Chief Executive Officer of Hubbell Incorporated from 2004 to 2013. He was
appointed to the position of Chairman after having served as the President and Chief Executive Officer of Hubbell from 2001
to 2004 and as the Senior Vice President and Chief Financial Officer from 1998 to 2001. Mr. Powers also served as Executive
Vice President, Finance and Business Development Americas Region at ABB, Inc. and as Vice President and Corporate Controller
for BBC Brown Boveri, Inc. Mr. Powers is currently a director of the public company WestRock Company (formerly MeadWestvaco
Corporation) since 2006 (Audit Committee; Compensation Committee). In addition, Mr. Powers served as a director of the National
Electric Manufacturers Association and as a trustee for Manufacturers Alliance for Productivity and Innovation until 2013.

REASONS
FOR ELECTION TO THE BOARD OF ITT:

In
considering Mr. Powers for director of the Company, the Board considered his significant experience as a Chief Executive Officer
and finance officer in global manufacturing and engineering companies. The Board also considered his experience in the areas
of management, strategic planning, and mergers and acquisitions in the manufacturing industry.

Luca
Savi was appointed Chief Executive Officer, President and a director of the Company in January 2019. He previously served
as President and Chief Operating Officer of the Company since August 2018 and as Executive Vice President and Chief Operating
Officer since January 2017. Prior to that, he served as Executive Vice President and President, Motion Technologies since
February 2016 and as Senior Vice President and President, Motion Technologies since November 2011. Prior to joining the Company,
Mr. Savi served as Chief Operating Officer, Comau Body Welding at Comau, a subsidiary of the Fiat Group responsible for producing
and serving advanced manufacturing systems, from 2009 to 2011 and as Chief Executive Officer, Comau North America from 2007
to 2009. Mr. Savi previously held leadership roles at Honeywell International, and Royal Dutch Shell and technical roles at
Ferruzzi-Montedison Group.

REASONS
FOR ELECTION TO THE BOARD OF ITT:

In considering Mr. Savi. for director of the Company, the Board considered Mr. Savi’s significant experience in many of the companies’ most important end markets. The Board also considered his extensive operational, strategy and growth and innovation experience with industrial companies and, in particular, his knowledge of the Company’s business and operations having served as the President of the Company’s largest business unit and as its Chief Operating Officer since January 2017.

CHERYL
L. SHAVERS

Age:
66

Director
since:

October
2018

Chairman
& CEO of Global Smarts, Inc.

CAREER:

Dr.
Cheryl L. Shavers has served as the Chairman & Chief Executive Officer of Global Smarts, Inc., an advisory services
and strategy firm that specializes in integration of capital, technology and information across national borders, since February
2001. From 1999 to 2001, Dr. Shavers served as the Undersecretary of Commerce for Technology at the U.S. Department of Commerce,
where she oversaw the Office of Technology Policy and the Technology Administration, the focal point for partnerships between
the U.S. government and the private sector pertaining to commercial and industrial innovation, productivity and economic growth.
She also served as Undersecretary Designate from April 1999 to November 1999. Dr. Shavers has also served as a director of
the Knowles Corporation since 2007.

REASONS
FOR ELECTION TO THE BOARD OF ITT:

In
considering Dr. Shavers for director of the Company, the Board considered her extensive experience as a highly regarded and
sought after technical and business expert and her extensive experience with technology development, innovation and management
of growth opportunities.

Sabrina
Soussan has served as the Chief Executive Officer of Siemens Mobility since October 2017. Previously she served as the
Chief Executive Officer of Siemens AG’s High-Speed, Commuter Trains, Locomotive, Metro and Light Rail business unit
from October 2015 to September 2017. Ms. Soussan has held several other leadership positions in various other divisions of
Siemens, including the Vice President of Sustainability and Energy Management of the Siemens Switzerland Ltd. Building Technologies
Division, the head of strategy, marketing and global account management for the Building Automation unit and the head of the
Powertrain business for Renault Nissan (Europe and Japan) for Siemens Automotive division. Ms. Soussan held various other
positions at Siemens since she joined in 1997. Prior to Siemens, she was an Engine Research & Development Engineer for
Renault. Ms. Soussan has also served as a Director of Schaeffler AG since 2019.

REASONS
FOR ELECTION TO THE BOARD OF ITT:

In considering Ms. Soussan for director of the Company, the Board considered her extensive business and technical experience in the automotive, building technology, rail systems and aeronautics markets, as well as her leadership experience in a multinational organization.

BOARD
COMMITTEES:

OTHER
PUBLIC COMPANY BOARDS:

■ Audit
Committee

■ Schaeffler
AG

RECOMMENDATION
OF THE BOARD OF DIRECTORS

THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE 11 NOMINEES
LISTED ABOVE AS DIRECTORS. UNLESS A CONTRARY CHOICE IS SPECIFIED, PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR THE ELECTION
OF THE 11 NOMINEES LISTED ABOVE AS DIRECTORS.

The Audit Committee is directly responsible
for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm.
To execute this responsibility, the Audit Committee engages in a comprehensive annual evaluation of the independent registered
public accounting firm’s qualifications, performance and independence and considers whether the independent registered public
accounting firm should be rotated and the potential impact of selecting a different independent registered public accounting firm.

The Audit Committee has selected, and
the Board of Directors has ratified the selection of, Deloitte & Touche LLP (“Deloitte”) to serve as our independent
registered public accounting firm for 2020. Deloitte has served as the Company’s independent registered public accounting
firm since 2002. In accordance with SEC rules and Deloitte policies, audit partners are subject to rotation requirements that limit
the number of consecutive years an individual partner may provide service to our Company. For lead and concurring audit partners,
the maximum number of consecutive years of service in that capacity is five years. The process for selection of the Company’s
lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate
for the role, as well as discussion by the full committee and with management.

The Audit Committee and Board of Directors
believe that the continued retention of Deloitte as our independent registered public accounting firm is in the best interest of
the Company and our shareholders, and we are asking our shareholders to ratify the selection of Deloitte as our independent registered
public accounting firm for 2020. Although ratification is not required by our By-laws or otherwise, the Board is submitting the
selection of Deloitte to our shareholders for ratification because we value our shareholders’ views on the Company’s
independent registered public accounting firm and as a matter of good corporate practice. In the event that our shareholders fail
to ratify the selection, it will be considered a recommendation to the Board of Directors and the Audit Committee to consider the
selection of a different firm. In addition, even if shareholders ratify the selection of Deloitte, the Audit Committee may in its
discretion select a different independent registered public accounting firm at any time during the year if it determines that such
a change would be in the best interests of the Company and our shareholders.

Deloitte is a registered public accounting
firm regulated by the Public Company Accounting Oversight Board (the “PCAOB”). Representatives of Deloitte attended
all regularly scheduled meetings of the Audit Committee during 2019. The Audit Committee discussed with the independent registered
public accounting firm all communications required by auditing standards of the PCAOB. In addition, the committee discussed with
the registered public accounting firm its independence from the Company and its management. The Audit Committee annually reviews
and considers Deloitte’s performance of the Company’s audit, including the following performance factors:

■

independence

■

leadership

■

experience

■

non-audit services

■

technical capabilities

■

management structure

■

client service assessment

■

peer review program

■

responsiveness

■

commitment to quality report

■

financial strength

■

appropriateness of fees charged

■

industry insight

■

compliance and ethics program

The Audit Committee also reviewed the
terms and conditions of Deloitte’s engagement letter including an agreement between the Company and Deloitte to submit disputes
between Deloitte and the Company to a dispute resolution process.

The Audit Committee discussed the engagement
letter, as well as Deloitte’s fees and services with Deloitte and Company management. The Audit Committee also determined
that any non-audit services (services other than those described in the annual audit services engagement letter) provided by Deloitte
were permitted under the rules and regulations concerning auditor independence promulgated by the SEC and rules promulgated by
the PCAOB. Representatives of Deloitte will be present at the Annual Meeting to answer questions. Representatives of Deloitte also
will have the opportunity to make a statement if they desire to do so.

Fees for tax services billed in 2019 and 2018 consisted of tax compliance and tax planning and
advice:

•

tax compliance services are services rendered, based upon facts already in existence or transactions
that have already occurred, to document, compute and obtain government approval for amounts to be included in tax filings consisting
primarily of:

tax planning services are services and advice rendered with respect to proposed transactions
or services to analyze an anticipated tax result. Such services consisted primarily of tax advice related to intra-group restructuring.

PRE-APPROVAL
OF AUDIT AND NON-AUDIT SERVICES

The Audit Committee pre-approves audit services
provided by Deloitte. The Audit Committee has a policy on pre-approval of permitted non-audit services provided by Deloitte. The
purpose of the policy is to identify thresholds for services, project amounts and circumstances where Deloitte may perform permitted
non-audit services. A second level of review and approval by the Audit Committee is required when such permitted non-audit services,
project amounts or circumstances exceed the specified amounts.

The Audit Committee has determined that,
where practical, all permitted non-audit services shall first be placed for competitive bid prior to selection of a service provider.
Management may select the party deemed best suited for the particular engagement, which may or may not be Deloitte. The policy
is reviewed and reaffirmed on a regular basis to assure conformance with applicable rules.

The Audit Committee has approved specific
categories of audit, audit-related and tax services incremental to the normal auditing services, which Deloitte may provide without
further Audit Committee pre-approval. These categories include, among others, the following:

1.

Due diligence, closing balance sheet audit services, purchase price dispute support and other services
related to mergers, acquisitions and divestitures;

The Audit Committee has also approved specific
categories of audit-related services, including the assessment and review of internal controls and the effectiveness of those controls,
which outside internal audit service providers may provide without further approval.

If fees for any pre-approved non-audit
services provided by either Deloitte or any outside internal audit service provider exceed a pre-determined threshold during any
calendar year, any additional proposed non-audit services provided by that service provider must be submitted for second-level
approval by the Audit Committee. Other audit, audit-related and tax services that have not been pre-approved are subject to specific
prior approval. The Audit Committee reviews the fees paid or committed to Deloitte during regularly scheduled meetings and at other
times as necessary.

The Company has policies and procedures
in place prohibiting, in some cases, employment of former Deloitte employees who were members of the audit engagement team.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF DELOITTE TO SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2020 FISCAL YEAR. UNLESS A CONTRARY CHOICE IS SPECIFIED, PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR THE RATIFICATION OF DELOITTE.

AUDIT
COMMITTEE REPORT

ROLE OF THE AUDIT
COMMITTEE

The Audit Committee of the Board of Directors provides oversight
on matters relating to the Company’s financial reporting process and ensures that the Company develops and maintains adequate
financial controls and procedures, and monitors compliance with these processes. This includes responsibility for, among other
things:

■

determination of qualifications and independence
of Deloitte, the Company’s independent registered public accounting firm;

■

appointment, compensation and oversight
of Deloitte in preparing or issuing audit reports and related work;

■

review of financial reports and other financial
information provided by the Company, its systems of internal accounting and financial controls, and the annual independent audit
of the Company’s financial statements;

■

oversight and review of procedures developed
for consideration of accounting, internal accounting controls and auditing-related complaints;

■

review of the Company’s policies
with respect to risk assessment, risk management and the Company’s major financial risk exposures;

■

monitoring all elements of the Company’s
internal control over financial reporting; and

■

adoption of and monitoring the implementation
and compliance with the Company’s Non-Audit Services Policy.

The Audit Committee also has oversight
responsibility for confirming the scope and monitoring the progress and results of internal audits conducted by the Company’s
internal auditor. The Audit Committee discussed with the Company’s internal auditors and Deloitte the plans for their respective
audits. The Audit Committee met with the internal auditors and Deloitte, with and without management present, and discussed the
results of their examinations, their evaluation of the Company’s internal controls, and the Company’s financial reporting.

The Company’s management has primary
responsibility for the financial statements, including the Company’s system of disclosure and internal controls. The Audit
Committee may investigate any matter brought to its attention. In that regard, the Audit Committee has full access to all books,
records, facilities and personnel of the Company, and the Audit Committee may retain outside counsel, auditors or other independent
experts to assist the Committee in performing its responsibilities. Any individual may also bring matters to the Audit Committee
by following the procedures set forth in this Proxy Statement under the heading “Communication with the Board of Directors.”

AUDIT
COMMITTEE CHARTER

The Board of Directors has adopted a written
charter for the Audit Committee, which the Board of Directors and the Audit Committee review, and at least annually update and
reaffirm. The charter sets out the purpose, membership and organization, and key responsibilities of the Audit Committee.

During 2019, the Audit Committee reviewed and
discussed the Company’s audited financial statements with management. The Audit Committee, management and Deloitte reviewed
and discussed the Company’s unaudited financial statements before the release of each quarter’s earnings report and
filing on Form 10-Q, and the Company’s audited financial statements before the annual earnings release and filing on Form
10-K.

COMMUNICATIONS
WITH DELOITTE

The Audit Committee has reviewed and discussed
with management and Deloitte the matters required to be discussed under the standards of the PCAOB. These discussions included
Deloitte’s responsibilities under generally accepted auditing standards in the United States, the scope of Deloitte’s
audit, significant accounting policies and management judgments, the quality of the Company’s accounting principles and accounting
estimates, new accounting guidance and any critical matters addressed during the audit. The Audit Committee met privately with
Deloitte eight times during 2019.

INDEPENDENCE
OF DELOITTE

Deloitte is directly accountable to the Audit
Committee and the Board of Directors. The Audit Committee has received the written disclosures and the letter from Deloitte required
by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence
and has discussed with Deloitte their independence from management and the Company, any disclosed relationships and the impact
of those relationships on Deloitte’s independence.

RECOMMENDATION
REGARDING ANNUAL REPORT ON FORM 10-K

In performing its oversight function with regard
to the 2019 financial statements, the Audit Committee relied on financial statements and information prepared by the Company’s
management. It also relied on information provided by the internal audit staff as well as Deloitte. The Audit Committee reviewed
and discussed with management the Company’s audited financial statements as of and for the year ended December 31, 2019.
Based on these discussions, and the information received and reviewed, the Audit Committee recommended to the Company’s Board
of Directors that the Company’s financial statements be included in the Company’s 2019 Annual Report on Form 10-K.

In accordance with the requirements of Section
14A of the Exchange Act and the related rules of the SEC, we are including in these proxy materials a separate resolution subject
to shareholder vote to approve, in a non-binding vote, the compensation of our Named Executive Officers as defined by the SEC in
Item 402 of Regulation S-K as disclosed later in this Proxy Statement in the Compensation Discussion and Analysis. The following
resolution will be submitted for a shareholder vote at the Annual Meeting:

“RESOLVED, that the shareholders
of ITT Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s Named Executive
Officers, as disclosed in the Company’s Proxy Statement for the 2020 Annual Meeting of Shareholders pursuant to Item 402
of the Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, the compensation
tables and narrative disclosures.”

In considering their vote, shareholders
may wish to review with care the information on the Company’s compensation policies and decisions regarding the NEOs presented
in this Proxy Statement in the Compensation Discussion and Analysis.

In particular, shareholders should note
that the Company’s Compensation and Personnel Committee bases its executive compensation decisions on the following:

■

alignment of executive and shareholder
interests by providing incentives linked to the performance of certain financial metrics;

■

the ability for executives to achieve long-term
shareholder value creation without undue business risk;

■

creating a clear link between an executive’s
individual contribution and performance and his or her compensation;

■

the extremely competitive nature of the
industries in which we operate and our need to attract and retain the most creative and talented industry leaders; and

■

comparability to the practices of peers
in the industries that we operate in and other comparable companies generally.

The vote on this resolution is not intended
to address any specific element of compensation; rather, the vote relates to the compensation of our NEOs, as described in this
Proxy Statement in accordance with the SEC’s compensation disclosure rules.

The Board values the opinions of the Company’s
shareholders as expressed through their votes and other communications. This vote is advisory in nature and non-binding; however,
the Board will review and consider the shareholder vote when determining executive compensation. The current frequency of non-binding
advisory votes on executive compensation is an annual vote, and we anticipate that the next vote will be at next year’s annual
meeting.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ADVISORY RESOLUTION APPROVING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT. UNLESS A CONTRARY CHOICE IS SPECIFIED, PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR THIS MANAGEMENT PROPOSAL.

During 2019, we achieved record revenue
and adjusted EPS by focusing on creating value for our customers, implementing productivity improvements, and making accretive
organic and inorganic investments. We delivered strong results across multiple performance metrics in an increasingly challenging
global environment. The following are highlights from our reported fiscal 2019 performance (all financial comparisons are 2019
to 2018):

Revenue

Segment
Operating Margin

EPS

Operating Cash
Flow

+4%

+20bps

-3%

-4%

Organic Revenue

Adjusted
Segment
Operating Margin

Adjusted EPS

Adjusted Free
Cash Flow

+4%

+90bps

+18%

+3%

See the section titled “Key Performance Indicators and
Non-GAAP Financial Measures” in our 2019 Annual Report on Form 10-K filed with the SEC for the reasons why we use non-GAAP
financial measures and for reconciliations to the comparable GAAP financial measures.

OUR SAY ON PAY AND ENGAGEMENT WITH SHAREHOLDERS

Our annual advisory vote on executive compensation
(“Say on Pay”) received 97% support last year, and has received an average of 92% support over the last five years.

Our investor outreach effort, as described
under “Corporate Governance and Related Matters - Shareholder Engagement”, continued to evolve and develop last year.
We increased the number of shareholders and percentage of shares covered by our outreach in late 2019, contacting shareholders
representing nearly 70% of ITT’s outstanding shares and engaging with shareholders representing over 40% of such shares.
While not all of these investors felt that a discussion on our governance, compensation and sustainability practices was necessary,
we still had discussions with 16 institutions that represented over 40% of our total outstanding shares. During our discussions
we heard the following general themes:

investors understood the relevance of our compensation program metrics
to our business strategy and acknowledged our link between pay and performance;

■

investors supported the changes we made
in 2019, which included: (1) increasing the percentage of PSUs in the annual LTI award mix for executive officers from 50% to 60%
and, (2) increasing stock ownership guidelines of the Senior vice Presidents from 2 times to 3 times salary, and increasing the
CFO ownership guideline from 3 times to 4 times salary; and

■

investors were supportive of the Board’s
rationale for considering a program design change in 2020 to increase the weighting of the individual component of the AIP for
executive officers from 10% to 20% of the total, and certain investors suggested potential enhancements to disclosure to accompany
this change.

OUR COMMITMENT TO PAY FOR PERFORMANCE ALIGNMENT

We have designed our compensation programs to align the pay
of our senior executives with both our short-term and long-term financial results and the performance of our stock. The majority
of pay for our CEO and other NEOs is “at risk” and is impacted by our financial results and stock price performance.

THE IMPACT OF BUSINESS RESULTS ON OUR 2019 INCENTIvE PLANS

Our business strategy drives the design and
metrics of our incentive plans. Our 2019 AIP includes metrics and weightings that encourage both growth (30% Adjusted EPS and 20%
Adjusted Revenue) and operational excellence (20% Adjusted Free Cash Flow and 20% Adjusted Operating Margin), in addition to a
10% component that rewards executive officers for individual and team performance. 2019 was the final performance year of our 2017
PSU award, which had a payout determined by our relative return on invested capital (“ROIC”), which is intended to
encourage efficient and disciplined use of capital, and relative total shareholder return (“TSR”), which is intended
to directly align executive pay with shareholder return relative to our peer companies. More information on how relative ROIC and
relative TSR are calculated can be found in “2019 Long-Term Incentive Compensation -- Performance Stock Units.”

As a result of our above target financial performance in 2019,
the payouts of our incentive plans were also above target.

■

Our CEO, Mr. Savi, received an AIP payout
that was 146% of target, and the average payout to our other NEOs was 135%.

■

All NEOs, except for Mr. Ghirardo who was
hired in 2018, received a 160.4% payout on 2017 PSU awards.

On January 1, 2019, Luca Savi, previously President
and Chief Operating Officer of the Company, was promoted to CEO and President and became a director of the Company. In setting
compensation for our new CEO, the Compensation and Personnel Committee considered a number of factors, including peer group benchmarking,
prior CEO compensation levels, and increases in connection with Mr. Savi’s promotion to President and Chief Operating Officer
in August 2018. The Committee believes that CEO pay should be evaluated each year and that increases should occur based on individual
and company performance.

Mr. Savi joined ITT in 2011 as the Senior Vice
President and President, Motion Technologies based in Barge, Italy and was employed through ITT’s Italian subsidiary. For
the past four years, Mr. Savi has been on an international assignment and based in Wuxi, China. In connection with Mr. Savi’s
transition to CEO in 2019, Mr. Savi and his family relocated to the United States and now reside near ITT’s headquarters.
We believe that the relocation of Mr. Savi to ITT’s headquarters will allow him to more effectively focus time and attention
on his new role including direct engagement with other members of senior leadership at ITT headquarters. Mr. Savi’s employment
relationship was changed from our Italian subsidiary to our U.S. entity and he is now subject to ITT’s U.S. policies that
apply to all similarly situated employees. Mr. Savi’s compensation while employed by our Italian subsidiary through July
2019 was paid in euros and has been converted to U.S. dollars using a 1.12 average exchange rate.

ITT provided certain allowances and payments
to Mr. Savi under existing policies in place for his international assignment in China and subsequent relocation to the U.S. These
payments are for assignment-related costs (housing, school, and transportation, provided in a manner consistent with what is provided
to other ITT employees on international assignment), costs to move from China to the U.S., tax assistance for assignment-related
allowances, and the payment of accrued vacation, as required by Italian law, that was triggered when Mr. Savi’s employment
relationship was transitioned from ITT’s Italian subsidiary to our U.S. entity. The payments related to Mr. Savi’s
assignment in China and relocation to the U.S., as further explained in the Summary Compensation Table under All Other Compensation,
are non-recurring, and the Board expects these costs be limited in future years.

In the first quarter of each year, the Compensation
and Personnel Committee meets to determine CEO pay decisions for base salary, AIP and LTI award grants inclusive of both prior
year performance and appropriate positioning versus the Representative Peer Group described on page 42. The follow table displays
the decisions made during the first quarter 2020 with respect to CEO compensation.

Pay Component

2019 Target Pay

2020 Target Pay

Drivers for First Quarter 2020 Pay Decisions

Base Salary

$900,000

$800,000

In February 2020, the Committee considered the performance
of ITT and the performance of Mr. Savi during 2019 and
increased Mr. Savi’s 2020 base salary to $1,000,000 to be
more competitive. On March 29, 2020, in response to the
COVID-19 pandemic and the resulting economic uncertainty,
the Committee elected to reduce the targeted base salary of our
named executive officers by 20% effective as of April 1, 2020.
The Committee has not elected to change AIP Targets at this time.

Annual Incentive Plan Target

$900,000

$1,100,000

Mr. Savi received a bonus payout of $1,314,000 for 2019
performance, which was 146% of target. As described below,
90% of the AIP payout for NEOs is tied directly to ITT’s
financial results. The Committee chose to award Mr. Savi
at 200% for the 10% individual component of the AIP for the
following accomplishments:

■Led ITT to record financial results and a strong return to
shareholders

■Continued to position ITT for long-term growth through $179M
of organic investments and $118M of strategic acquisitions

■Improved ITT’s leadership team while advancing succession
planning and talent development strategies

The Committee approved an increase to Mr. Savi’s AIP target
from 100% to 110% of salary in 2020 to increase alignment
of pay and performance and to better align with peer
company benchmarking. The target represents 110% of base
salary before the reduction due to the COVID-19 pandemic
referenced above.

Long-Term
Incentives (LTI)(1)

$3,200,000

$3,800,000

The Committee considered Mr. Savi’s performance and peer
company benchmarking and increased the annual LTI value to
$3,800,000 for the 2020 LTI award. LTI ties the actual amount
that Mr. Savi will receive in pay directly to ITT’s financial
performance and stock price, and encourages retention.

TOTAL TARGET COMPENSATION

$5,000,000

$5,700,000

(1)

The 2019 LTI value for Mr. Savi differs from what is displayed in the Summary Compensation Table (“SCT”) and Grants of Plan-Based Awards in
2019” table, each of which present the grant date fair value of the LTI awards as calculated under GAAP. Mr. Savi’s 2020 LTI award was granted in
March 2020 and is not included in the SCT and the Grants of Plan-Based Awards table.

We have designed our compensation programs to
help us recruit and retain the executive talent required to successfully manage our business, achieve our business objectives,
and maximize their long-term contributions to our success. We include compensation elements that are designed to align the interests
of executives with our goals of enhancing shareholder value and achieving our long-term strategies. We determine total annual compensation
by reviewing the median of the competitive market, then position compensation at, above or below the median based on experience,
performance, critical skills and the general talent market for each senior executive.

BEST PRACTICES THAT SUPPORT OUR EXECUTIVE COMPENSATION PHILOSOPHY

The Compensation and Personnel Committee oversees
the design and administration of our executive compensation programs and evaluates these programs against competitive practices,
legal and regulatory developments and corporate governance trends.

The Compensation and Personnel Committee has incorporated the following
best practices into our programs:

The Compensation and Personnel Committee reviews
and approves the compensation elements and the compensation targets for each of our executive officers, including the NEOs. The
Compensation and Personnel Committee also makes determinations with respect to the AIP as it relates to our executive officers,
including the approval of annual performance goals and subsequent full-year achievement against those goals. It administers all
elements of the Company’s long-term incentive plan, and approves the benefits and perquisites offered to executive officers.
Further, the Compensation and Personnel Committee evaluates the Company’s compensation programs on an annual basis to ensure
that our plans do not induce or encourage excessive risk-taking by participants. Pursuant to its charter, the Compensation and
Personnel Committee may delegate authority to act upon specific matters to a subcommittee.

ROLE OF MANAGEMENT

During 2019, our CEO and Chief Human Resources
Officer made recommendations to the Compensation and Personnel Committee regarding executive compensation actions and incentive
awards. The Chief Human Resources Officer serves as the liaison between the Compensation and Personnel Committee and Pay Governance,
providing internal data on an as-needed basis so that Pay Governance can produce comparative analyses for the Compensation and
Personnel Committee. In 2019, the Company’s human resources, finance

and legal departments supported the work of
the Compensation and Personnel Committee by providing information, answering questions and responding to various requests of committee
members.

ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

In 2019, the Compensation and Personnel Committee
continued to use the services of Pay Governance in fulfilling its obligations under its charter, the material terms of which are
described elsewhere in this Proxy Statement under the heading “Corporate Governance and Related Matters—Compensation
and Personnel Committee.”

Pay Governance attended the four regularly scheduled
meetings of the Compensation and Personnel Committee in 2019 and provided the Committee with objective expert analyses, assessments,
research, and recommendations for executive compensation programs, incentives, perquisites and compensation standards. In this
capacity, they provided services that related solely to work performed for, and at the direction of, the Compensation and Personnel
Committee, including analysis of material prepared by management for the Committee’s review. Pay Governance also provides
advice related to compensation for directors to the Nominating and Governance Committee.

The Compensation and Personnel Committee selected
Pay Governance to serve as its independent compensation consultant only after assessing the firm’s independence. As part
of its independence review, the Compensation and Personnel Committee reviewed the Company’s relationship with Pay Governance
and determined that no conflicts of interest existed. The Compensation and Personnel Committee has the sole authority to retain
and terminate consultants, including Pay Governance, with respect to compensation matters.

EXTERNAL BENCHMARKING

In 2019, as in past years, the Compensation
and Personnel Committee considered competitive market compensation data, in addition to other factors, in determining policies
and programs that address executive compensation, benefits and perquisites.

For 2019 pay decisions for the CEO and CFO,
the Committee reviewed a peer group of 16 companies comparable to ITT in terms of revenue, market capitalization and industry in
order to better evaluate executive compensation market practices (the “Representative Peer Group”). When making pay
decisions the Committee also considers other factors such as individual experience and performance, the need for critical skills
and the general talent market for each senior executive. The Compensation and Personnel Committee annually reviews and evaluates
this Representative Peer Group to ensure that it remains appropriate.

2019 Representative Peer Group

■Actuant
Corporation (ATU) (now known as Enerpac Tool Group (EPAC))

■EnPro
Industries, Inc. (NPO)

■Nordson
Corporation (NDSN)

■AMETEK,
Inc. (AME)

■Esterline
Technologies Corp (ESL)

■SPX
Flow Inc. (FLOW)

■Barnes
Group, Inc. (B)

■Flowserve
Corporation (FLS)

■WABCO
Holdings (WBC)

■Carlisle
Companies Inc. (CSL)

■Harsco
Corporation (HSC)

■Woodward,
Inc. (WWD)

■Colfax
Corporation (CFX)

■Hubbell
Incorporated (HUBB)

■Crane
Co. (CR)

■IDEX
Corporation (IEX)

During 2019, two companies in the Representative
Peer Group, Esterline and WABCO, were in the process of being acquired. As a result, in August 2019, the Compensation and Personnel
Committee approved the addition of Curtiss-Wright and Sensata to replace Esterline and WABCO in the Representative Peer Group for
compensation decisions that are made in 2020.

The Compensation and Personnel Committee’s
review of external market data also included analysis of compensation benchmark data from Willis Towers Watson and other compensation
survey information provided by Pay Governance. This data provides a broader view of executive compensation benchmarking for jobs
that are not reported in the Proxy Statement.

In particular, the Committee’s analysis
used a benchmark group from a Willis Towers Watson survey consisting of 64 companies from the Industrials, Materials and Energy
sectors with annual revenue between approximately $1.25 billion and $5 billion (see Appendix A).

The compensation of our executive officers,
including our NEOs, is reviewed in detail by the Compensation and Personnel Committee during the first quarter of every year. NEO
direct compensation for 2019 consisted of a base salary, an AIP award and LTI award, each of which is detailed below.

The AIP is designed to reward achievement of the Company, business unit (where applicable) and individual performance objectives. The AIP is structured to emphasize overall performance and collaboration among the business units. It uses metrics that are fundamental short-term drivers of shareholder value. Each NEO also has 10% of his or her AIP tied to the achievement of individual and team goals. AIP may pay out from 0% to 200% of target.

Long-Term Incentive Awards

Stock

PSU Awards:

■Relative
TSR (50%)

■ROIC
(50%)

The LTI plan is designed to reward performance that drives long-term
shareholder value through the use of three-year cliff vesting:

■PSUs
(60% of LTI mix) provide rewards linked to absolute stock price performance (due to denomination as ITT share units) and
can go up or down based on two key measures, equally weighted, and aligned with long-term growth. PSUs may pay out from
0% to 200% of target.

The grant date of PSUs and RSUs is determined on the date on which
the Compensation and Personnel Committee approves these awards, which is typically in February or March.

The Company also provides benefits and limited
perquisites to its NEOs that it believes are competitive with the external market for talent. For a more detailed discussion of
these benefits and perquisites, see the discussion under the heading “Benefits and Perquisites.”

2019 BASE SALARY INCREASES

The Compensation and Personnel Committee reviewed
the compensation level of each NEO based on the Representative Peer Group and the external survey data. Based on the Committee’s
targeted pay positioning, the evaluation of each NEO’s performance, and the external market data on competitive pay levels
provided by Pay Governance, the Committee awarded base salary merit increases effective in March 2019 to Mr. Scalera, Ms. Gustafsson
Mr. Batliwala and Mr. Ghirardo. Mr. Savi’s base salary was effective upon his promotion to CEO and President on January 1,
2019.

Mr. Savi’s salary increase of 20% was for his promotion from President and COO of ITT
to CEO and President of ITT, which occurred on January 1, 2019.

(2)

Mr. Ghirardo is employed by ITT Italy Holding S.r.l and is paid in euros. Mr. Ghirardo’s
base salary has been converted from euros to U.S. Dollars using an average exchange rate of 1.12.

2019 ANNUAL INCENTIVE PLAN

For 2019, AIP payouts averaged 137% of target
for all of the NEOs, reflecting record financial results, including above target achievement, on average, of annual financial goals.
The Company’s AIP provides for an annual cash payment to participating executives established as a target percentage of base
salary. In setting AIP awards, the Compensation and Personnel Committee approves target AIP awards after careful consideration
of external data, individual roles and responsibilities, and individual performance.

The Company pays for AIP performance that demonstrates
substantial achievement of plan goals. We established strong incentives and set aggressive goals for all financial metrics. The
Company must achieve a certain threshold for each of the four financial performance metrics discussed below in order for each performance
component to be considered in the calculation of the AIP payout. Performance below the threshold performance level results in a
zero payout for that particular performance component.

The formula to determine each NEO’s AIP total potential payment
is as follows:

Based on the Company’s 2019 business objectives,
the Compensation and Personnel Committee identified four financial performance metrics and an individual component, for the 2019
performance year, which together comprise the AIP Performance Factor.

Metric

Weighting

Reason for Selection

Details

Adjusted Earnings Per Share or Adjusted EPS

30%

Important measure of the value provided to shareholders

Adjusted EPS is defined as income from continuing operations attributable to ITT Inc. per diluted share, adjusted to exclude special items on an after-tax basis. The after-tax basis of each special item is determined using the jurisdictional tax rate of where the expense or benefit occurred.

Adjusted Free Cash Flow and Adjusted Segment Free Cash Flow

20%

Important measure of how the Company converts its net earnings into deployable cash

Adjusted Free Cash Flow is defined as net cash provided by operating activities less capital expenditures, adjusted for cash payments for restructuring costs, realignment actions, other significant items that impact current results which management views as unrelated to the Company’s ongoing operations and performance. Adjusted Free Cash Flow in this Proxy Statement, unlike in our Annual Reports on 10-Ks and Quarterly Reports on 10-Qs, does include net asbestos cash flows. Adjusted Segment Free Cash Flow is defined as segment level net cash provided by operating activities less capital expenditures, adjusted for special items and the impact of foreign currency fluctuations.

Adjusted Operating Margin and Adjusted Segment Operating Margin

20%

Emphasizes the importance of maintaining healthy margins

Adjusted Operating Margin is defined as the ratio of Adjusted Operating Income or Adjusted Segment Operating Income, over Organic Revenue, adjusted to exclude special items that include, but are not limited to, asbestos-related impacts, restructuring costs, realignment costs, certain asset impairment charges, certain acquisition-related impacts, and unusual or infrequent items. Special items represent significant charges or credits that impact the current results, which management views as unrelated to the Company’s ongoing operations and performance.

Organic Revenue and Organic Segment Revenue

20%

Reflects the Company’s emphasis on growth

Organic Revenue is defined as revenue, excluding the estimated impact of foreign currency fluctuations, acquisitions, and divestitures. Adjusted Segment Revenue is defined as segment level revenue excluding the estimated impact of foreign currency fluctuations, acquisitions, and divestitures. In both cases, divestitures include sales of portions of our business that did not meet the criteria for presentation as a discontinued operation.

Each NEO establishes several personal
or team goals related to Company initiatives or segment-specific initiatives that are aligned with the strategy of the business
and the goals of the CEO. For 2019, the areas established at the start of the performance period were:

■Financial:
Deliver on our financial commitments.

■Culture
and Talent: Focus on our people and their work environment by continuing our culture journey through engaging and
energizing employees around our strategy, purpose and principles, and increasing the skills of our leaders.

■Execution:
Differentiate ourselves through safety, effectiveness and efficiency; ensure each part of the organization or segment
is optimized and delivering on our commitments to our customers.

■Growth
and Innovation: Advance technology and customer relationships to create new opportunities and growth.

■Capital
Deployment: Drive actions to optimize the portfolio through mergers and acquisitions and organic investments.

As permitted by the ITT Annual Incentive Plan
for Executive Officers, the Compensation and Personnel Committee may exclude the impact of acquisitions, divestitures and other
special items in computing AIP awards. Special items represent significant charges or credits that impact current results, which
management views as unrelated to the Company’s ongoing operations and performance. Special items may include, but are not
limited to, asbestos-related costs, restructuring costs, realignment costs, pension settlement and other curtailment costs, certain
acquisition-related expenses, income tax settlements or adjustments, and unusual and infrequent items. The four financial performance
metrics applicable to each NEO are therefore non-GAAP financial measures and should not be considered a substitute for measures
determined in accordance with GAAP. These non-GAAP financial measures may not be comparable to similar measures reported by other
companies or those that we use in our Form 10-K or other external financial presentations.

The Adjusted EPS, Adjusted Free Cash Flow, Adjusted
Operating Margin and Organic Revenue targets were based on the Company’s 2019 operating budget. These targets were set early
in 2019. The Compensation and Personnel Committee reviewed the operating budget with management to ensure that the targets were
appropriate and determined that the achievement of the combination of financial goals would be challenging and reflect strong performance
considering the uncertainty in some of our key end markets. In addition to these metrics, ITT Corporate and each of the Segments
have working capital financial targets that if not achieved will result in up to a 5 point reduction of the final AIP financial
score. In 2019, Industrial Process and Connect & Control Technologies each received a penalty of 2.5 percentage points for
missing targets for working capital as a percentage of sales. The table below sets forth the target and actual results for each
2019 AIP financial performance metric at the corporate level.

The financial targets for Mr.
Batliwala and Mr. Ghirardo reflect their business segments, in addition to the ITT Corporate Adjusted Earnings Per Share target.
The business segments receive an additional benefit to their financial score and bonus payout pool when ITT exceeds financial targets.

Financial Targets of the Connect & Control business
segment, which apply to Mr. Batliwala:

Metric

Threshold(50%)

Target
(100%)

Maximum
(200%)

2019
Results

2019
Payout

Adjusted Segment Free Cash Flow

$

101.9M

$

119.9M

$

143.9M

$

104.5M

57%

Adjusted Segment Operating Margin

15.8%

17.5%

20.2%

17.5%

99%

Organic Segment Revenue

$

621M

$

690M

$

758M

$

657M

77%

Financial Targets of the Motion Technologies business
segment, which apply to Mr. Ghirardo:

Metric

Threshold(50%)

Target
(100%)

Maximum
(200%)

2019
Results

2019
Payout

Adjusted Segment Free Cash Flow

$

173.9M

$

204.6M

$

245.5M

$

218.3M

134%

Adjusted Segment Operating Margin

16.1%

17.9%

20.6%

18.1%

104%

Organic Segment Revenue

$

1,186M

$

1,318M

$

1,450M

$

1,273M

83%

AIP INDIVIDUAL COMPONENT CONSIDERATIONS

Each NEO has 10% of their AIP bonus target based
on the individual component, which rewards achievement of their individual and team goals. The Compensation and Personnel Committee
considered the following achievements when determining the individual component payout of each NEO. The considerations for the
CEO were described previously in the “Executive Summary.”

Successfully launched Mexico facility to
grow revenue from customers in North America

●

Drove market share gains in our strategic rail business

2019 LONG-TERM INCENTIVE COMPENSATION

In 2019, the Compensation and Personnel Committee
approved two types of grants for the Company’s annual LTI awards with each addressing long-term shareholder value alignment
in different ways. The Committee believes that granting a combination of PSUs and RSUs provides alignment with shareholder interests,
retention value and a direct connection between pay and the performance of our Company over the long term. LTI for our NEOs was
allocated as follows:

The following table shows the target value of
the LTI award grants made to NEOs in March 2019 as part of the Company’s regular annual compensation process. These LTI values
were determined, taking into account base pay and annual incentive values, in developing market competitive total compensation
levels and an appropriate mix of fixed versus variable and short-term versus long-term incentives. These values also considered
each NEO’s role, potential long-term contribution, performance, experience and skills.

60% PSUs

+

40% RSUs

Named Executive Officer

PSUs

(Target Award)

RSUs

Total(1)

Luca Savi

$

1,920,000

$

1,280,000

$

3,200,000

Thomas M. Scalera

600,000

400,000

1,000,000

Mary Beth Gustafsson

450,000

300,000

750,000

Farrokh Batliwala

300,000

200,000

500,000

Carlo Ghirardo

240,000

160,000

400,000

(1)

The values in this table reflect target amounts approved by the Compensation and Personnel Committee; the values reported
in the SCT and the Grants of Plan-Based Awards tables present the grant date fair value as calculated under GAAP.

PERFORMANCE STOCK UNITS

PSUs are settled in shares after a three-year
performance vesting period, with performance tied equally to the Company’s three-year TSR performance relative to a group
of peer companies and the Company’s ROIC.

Delivery of shares generally requires employment
throughout the three-year performance period. PSUs provide alignment with absolute stock performance, relative stock performance,
Company performance and potential retention value. For each applicable employee, there may be up to three outstanding PSU award
periods at any time. No dividend equivalents are paid on unvested PSUs.

ROIC (50% WEIGHTING)

■The
Compensation and Personnel Committee approved ROIC as a metric to align executive pay with the Company’s result in driving
efficient and disciplined deployment of capital.

■ROIC
for the 2019 PSUs is a percentage that will be calculated by dividing (A) after-tax income from continuing operations attributable
to the Company, adjusted to exclude the after-tax impact from special items, interest income or expense and amortization of expense
from intangible assets by (B) average total assets from continuing operations, less asbestos-related assets (including deferred
tax assets on asbestos-related matters) and non-interest bearing current liabilities for the five preceding quarterly periods.
Special items represent significant charges or credits that impact

results, such as unbudgeted acquisitions or divestitures, but may
not be related to the Company’s ongoing operations and performance, as disclosed in the Company’s filings with the
SEC.

RELATIVE TSR (50% WEIGHTING)

■Relative
TSR was again selected as a metric by the Committee to ensure executive compensation is aligned with shareholder value creation.

■The
relative TSR peer group includes companies in the S&P 400 Capital Goods index and additional companies from the transportation
and industrial pump/flow industries in order to provide a broad set of companies that align with ITT’s portfolio mix.

■TSR
performance is measured by comparing the average closing stock price for the month of December prior to the start of the three-year
performance cycle, to the average closing stock price for the month of December that concludes the three-year performance.

■Vesting
at the end of the applicable three-year performance period is based on the Company’s TSR performance ranked against the
TSR performance of the other companies within the TSR peer group.

If Company’s Relative Total Shareholder Return Performance is:

Payout Factor for TSR Component of PSUs*

at
the 80th percentile or greater

200%

at
the 50th percentile

100%

at
the 35th percentile

50%

less
than the 35th percentile

0%

*Payouts for performance between the percentiles shown are interpolated.

PAYOUT ON PSUs GRANTED IN 2017

In 2017, ITT granted PSUs to certain executives,
including each of the NEOs, except for Mr. Ghirardo who joined ITT in 2018. The three-year performance targets were based equally
on the Company’s TSR performance relative to the performance of companies in the S&P 400 Capital Goods Index and the
Company’s ROIC performance relative to the results of the companies in the 2017 Representative Peer Group. The payout of
the 2017 PSUs was 160.4% and based on the following:

■2017-2019
ROIC Results (50% weighting): ITT’s relative ROIC performance was at the 56.3 percentile of the 2017 Representative Peer
Group companies. The payout for the ROIC metric was 120.8% of target.

■2017-2019
TSR Results (50% weighting): During the three-year performance period, ITT’s TSR was at the 89.7 percentile of the index
of companies. The payout for the TSR metric was 200% of target.

RESTRICTED STOCK UNITS

RSUs are settled in shares after a three-year
vesting period and provide alignment with stock performance and retention value. Grants of RSUs provide NEOs with stock ownership
of unrestricted shares after the restrictions lapse. NEOs receive RSU awards because, in the judgment of the Compensation and Personnel
Committee and based on management recommendations, these individuals are in positions most likely to influence the achievement
of the Company’s long-term value creation goals and to create shareholder value over time. The Compensation and Personnel
Committee reviews all grants of RSUs for executive officers prior to the award, including awards based on performance, retention-based
awards, and awards contemplated for new employees as part of employment offers. The CEO has the authority to grant RSUs to other
employees in certain situations. These grants are reviewed by the Compensation and Personnel Committee at its next scheduled meeting.
RSUs do not grant dividend or voting rights to the holder over the vesting period, however, dividend equivalents are accrued and
paid after vesting. In certain cases, such as for new hires or to facilitate retention, selected employees may receive RSUs subject
to different vesting terms.

TRANSITION-RELATED GRANTS

In addition to annual LTI awards, the Compensation
and Personnel Committee may award other grants in the form of PSUs, RSUs or stock options. These grants are used to attract new
senior executives to ITT, provide additional retention incentive or reward extraordinary performance. The Compensation and Personnel
Committee did not approve any transition awards for executive officers in 2019.

During our annual investor engagements sessions
in November, we specifically asked for feedback on a potential design change we were considering for 2020. The change involves
increasing the weighting of the individual component in AIP for executive officers from 10% to 20%. The rationale for this change
is to increase the focus on, and align pay to, long-term strategic initiatives that may not immediately result in short-term financial
results. Increasing the individual component of AIP will allow the Compensation and Personnel Committee and the CEO (with respect
to his direct reports) to better align pay with performance on individual and team strategic long-term initiatives, such as culture,
safety, talent, and sustainability.

Investors generally supported this potential
change with some suggesting an even higher weighting on individual goals when applied appropriately to drive long-term results.
Investors also suggested clear disclosure on the rationale for the change and to provide a rigorous explanation of the performance
and results that drive the individual scores for each executive. The Committee discussed the importance of driving long-term strategic
initiatives and the feedback from investors before approving the increase of the AIP individual component weighting from 10% to
20% for the 2020 performance year.

BENEFITS AND PERQUISITES

All of the NEOs, except for Mr. Ghirardo who
is employed by ITT Italy Holding s.r.l., are eligible to participate in the Company’s broad-based U.S. employee benefits
program. The program includes the ITT Retirement Savings Plan, which provides before-tax and after-tax savings features, group
medical and dental coverage, group life insurance, group accidental death and dismemberment insurance and other benefit plans.
Prior to the spin-off of our defense and water businesses on October 31, 2011 which established us as a new diversified global,
multi-industrial company (the “Spin Transaction”), employees also participated in a pension program.

All of the NEOs, except for Mr. Ghirardo, together
with most of the Company’s other salaried employees who work in the United States, participate in the ITT Retirement Savings
Plan, a tax-qualified savings plan, which allows employees to contribute to the plan on a before-tax basis, on an after-tax basis,
or as a Roth contribution. The Company makes a core contribution of 3% or 4% of pay to the plan for all eligible employees and
matches 50% of employee contributions, up to 6% of pay. The core contribution is 3% for employees whose age plus years of service
is less than 50, and 4% for employees whose age plus years of service is at least 50. In addition, employees who were participating
in the ITT Salaried Retirement Plan at the time it was frozen, as described below, and whose age plus years of service was at least
60 at that time, may have been eligible for up to five years of transition employer contributions following the Spin Transaction.
The transition employer contributions ended on October 31, 2016.

The Company provides only those perquisites
that it considers to be reasonable and consistent with competitive practices. Perquisites available for our NEOs are financial
and estate planning reimbursement of up to $15,000 per year. Mr. Ghirardo receives a company car, which is a common market practice
for executives in Italy.

Amounts reported as perquisites also include
reimbursement of certain relocation-related expenses, which are described in detail in the notes to the “All Other Compensation
Table” in the section entitled “Compensation Tables”.

RETIREMENT AND BENEFITS PLAN FOR MR.
SAVI AND MR. GHIRARDO

Mr. Savi began his career with ITT in Barge,
Italy and was eligible for statutory retirement and health and welfare benefits that are generally provided to our employees in
Italy that have the classification of Dirigenti (Executive). During Mr. Savi’s assignment in China, he and his family were
covered by ITT’s international healthcare coverage plan, which covers all employees that participate in an international
assignment. He also participated in a Motion Technologies (Italy) supplemental retirement plan provided under the terms of the
collective bargaining agreement applicable to executives of industrial companies. Mr. Ghirardo joined ITT as Senior Vice President
and President, Motion Technologies and is employed by ITT’s Italian subsidiary.

These benefits are provided in addition to the
Italian government-provided retirement benefits. Under the terms of the plan, both Mr. Savi and Mr. Ghirardo could contribute up
to €6,000 annually and receive a company matching contribution of up to €6,000.

Mr. Savi was no longer eligible for benefits
from Italy after he relocated with his family to the U.S. in July 2019. Mr. Ghirardo continues to be eligible for these benefits
as an employee of ITT in Italy.

For periods prior to 2020, our NEOs, except
Mr. Savi and Mr. Ghirardo, were eligible to participate in the ITT Deferred Compensation Plan. This plan provided United States
executives an opportunity to defer receipt of between 2% and 90% of any AIP awards they earned. The amount of deferred compensation
ultimately would also reflect the performance of benchmark investment funds made available under the ITT Deferred Compensation
Plan as selected by the executive. Participants in the ITT Deferred Compensation Plan may elect a fund that tracks the performance
of the Company’s common stock. Beginning in 2020, executives will no longer be able to defer compensation under the ITT Deferred
Compensation Plan, but will still be entitled to receive any compensation deferred prior to this date in accordance with the plan.

ITT SALARIED RETIREMENT PLAN

Until October 31, 2011, most of our salaried
employees who worked in the United States participated in the ITT Salaried Retirement Plan. Under the plan, participants could
elect, on an annual basis, to be covered by either a Traditional Pension Plan (described elsewhere in this Proxy Statement under
the heading “Compensation Tables—2019 Pension Benefits”) or a Pension Equity Plan formula for future pension
accruals. The ITT Salaried Retirement Plan was a tax-qualified plan, which provided a base of financial security for employees
after they cease working. The ITT Salaried Retirement Plan was transferred by the Company to Exelis Inc., our defense business
that was spun off in the Spin Transaction, effective on October 31, 2011. Both service credit and accrued benefits were frozen
as of that date, and certain participants were eligible to receive transition employer contributions into the ITT Retirement Savings
Plan. Exelis, Inc. was later acquired by Harris Corporation and Harris Corporation and L3 Technologies merged in 2019. to become
L3Harris Technologies Inc. Mr. Scalera is the only NEO with benefits under this plan.

SEVERANCE PLAN ARRANGEMENTS

The Company maintains severance arrangements
for most of its senior executives, including all of the NEOs. These arrangements are included in two plans, one covering most severance
circumstances (the ITT Senior Executive Severance Pay Plan), and the other covering severance following a change-in-control event
(the ITT Senior Executive Change in Control Severance Pay Plan). These plans do not allow for the payment of tax gross-ups on severance
pay or other benefits. These plans are regularly reviewed by the Compensation and Personnel Committee.

The purpose of the ITT Senior Executive Severance
Pay Plan is to provide a period of transition for senior executives upon termination of employment. The terms of the ITT Senior
Executive Severance Pay Plan apply to Mr. Savi, Mr. Scalera, Ms. Gustafsson, and Mr. Batliwala, however the length of Mr. Scalera’s
severance benefit is specified in a 2011 employment letter entered into at the time of the Spin Transaction. The severance terms
for Mr. Ghirardo are covered under the National Collective Agreement for the Industrial Sector Managers in Italy. This agreement
provides Mr. Ghirardo with termination benefits in the event his employment is terminated for other than cause. Senior executives,
who are full-time salaried employees of the Company or any subsidiary, who are paid under a U.S. payroll and who report directly
to the CEO, are covered by the ITT Senior Executive Severance Pay Plan. The plan generally provides for severance payments if the
Company terminates a senior executive’s employment without cause. In the event that any payment would constitute an excess
parachute payment within the meaning of Section 280G of the Code, then the aggregate of all payments would be reduced so that the
present value of the aggregate of all payments is maximized, but is not subject to excise tax under Section 4999 of the Code or
the deduction limitation of Section 280G of the Code.

The purpose of the ITT Senior Executive Change
in Control Severance Pay Plan is to provide compensation in the case of termination of employment in connection with an acceleration
event (defined under the heading “Compensation Tables— Potential Post-Employment Compensation—Change in Control
Arrangements”) including a change in control. The ITT Senior Executive Change in Control Pay Plan applies to all NEOs. The
provisions of this plan are specifically designed to address the inability of senior executives to influence the Company’s
future performance after certain change of control events. The plan is structured to encourage executives to act in the best interests
of shareholders by providing for certain compensation and retention benefits and payments in the case of an acceleration event.

These plans, including the potential post-employment
payments that our NEOs would receive pursuant to these plans, are described in more detail elsewhere in this Compensation Discussion
and Analysis under the heading “Compensation Tables—Potential Post-Employment Compensation.” The severance plans
apply to our key employees as defined by Section 409A.

In 2019, the Compensation and Personnel Committee
evaluated risk factors associated with our businesses in determining compensation structure and pay practices. The structure of
the Board of Directors’ committees facilitates this evaluation and determination. During 2019, the Chair of the Compensation
and Personnel Committee was a member of the Audit Committee. This membership overlap provided insight into the Company’s
business risks and affords the Compensation and Personnel Committee access to the information necessary to consider the impact
of business risks on compensation structure and pay practices.

Further, overall enterprise risk is considered
and discussed at Board meetings, providing additional important information to the Compensation and Personnel Committee. The CEO
attends those portions of the Compensation and Personnel Committee meetings at which plan features and design configurations of
our annual and LTI plans are considered and approved.

We believe our executive compensation program appropriately balances
risk with maximizing long-term shareholder value. The following features of our executive compensation program help to contribute
to the achievement of this goal.

Emphasis on Long- Term Compensation

By granting long-term incentive compensation at 37% to 64% of our NEOs’ total compensation package, the Compensation and Personnel Committee believes that it is encouraging strategies that correlate with the long-term interests of the Company. Our LTI awards, described elsewhere in this Compensation Discussion and Analysis under the heading “2019 Long-Term Incentive Compensation,” feature a three-year vesting threshold at the senior vice president level and above, encouraging behavior focused on long-term value creation. PSUs focus on ITT’s three-year TSR and ROIC performance, encouraging behavior focused on long-term goals.

Pay Mix

18% to 38% of total target compensation is fixed for NEOs while the remaining total compensation is tied to performance, consistent with our pay-for-performance philosophy. As scope of responsibility increases, the amount of performance-based pay increases and fixed pay decreases relative to other officers. Our incentive design provides multiple performance time frames and a variety of financial measures that are intended to drive profitable and sustained growth.

Clawback Policy

We have a policy that provides for recoupment of performance-based compensation, if the Board of Directors determines that a senior executive has engaged in fraud or willful misconduct that caused or otherwise contributed to the need for a material restatement of the Company’s financial results. In such a situation, the Board will review all compensation awarded to, or earned by, that senior executive on the basis of our financial performance during fiscal periods materially affected by the restatement. This would include annual cash incentive and bonus awards and all forms of equity-based compensation. If, in the Board’s view, the compensation related to our financial performance would have been lower if it had been based on the restated results, the Board will, to the extent permitted by applicable law, seek recoupment from that senior executive of any portion of such compensation as it deems appropriate after a review of all relevant facts and circumstances. The policy covers all executives that receive PSUs, including our NEOs.

Required Executive Stock Ownership

NEOs are required to own Company shares or share equivalents with a value equal to a multiple of their base salary, as discussed in more detail below. We believe that this requirement aligns their interests with the interests of the Company’s shareholders and also discourages behavior that is focused only on the short-term.

Prohibition Against Speculating, Hedging or Pledging Stock

We have a policy prohibiting employees from hedging and speculative trading in and out of the Company’s securities, including short sales and leverage transactions, such as puts, calls, and listed and unlisted options. We also prohibit employees from pledging Company securities as collateral for a loan.

Rule 10b5-1 Trading Plans

The Board of Directors has authorized the use by executive officers of prearranged trading plans under Rule 10b5-1 under the Exchange Act. Rule 10b5-1 permits insiders to adopt predetermined plans for selling specified amounts of stock or exercising stock options under specified conditions and at specified times. Executive officers may only enter into a trading plan during an open trading window and they must not possess material nonpublic information regarding the Company at the time they adopt the plan. Using trading plans, insiders can diversify their investment portfolios while avoiding concerns about transactions occurring at a time when they might possess material nonpublic information. Generally, under these trading plans, the individual relinquishes control over the transactions once the plan is put into place. Accordingly, sales may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving the Company. Both new plans and modifications are subject to a mandatory “waiting period” designed to safeguard the plans from manipulation or market timing. Trading plans adopted by executive officers are reviewed and approved by the Legal Department.

In 2019, the Compensation and Personnel Committee
approved an increase of the stock ownership guidelines, which are expressed as a multiple of base salary:

■Executive
Vice Presidents: Increased from 3x to 4x

■Senior
Vice Presidents: Increased from 2x to 3x

The Company maintains stock ownership guidelines
for all of its executive officers, including the NEOs. Executive officers have five years in order to meet the guidelines.

Stock ownership guidelines for officers specify
the desired levels of Company stock ownership and encourage a set of behaviors for each officer to reach the guideline levels.
The guidelines specify expected stock ownership levels expressed as a multiple of base salary, as set forth in the table below.
Only the following equity holdings count toward achieving these ownership levels: shares owned outright, Company unvested RSUs,
shares held in the Company’s dividend reinvestment plan, shares owned in the ITT Retirement Savings Plan, and “phantom”
shares held in a fund that tracks an index of the Company’s stock in the deferred compensation plan. Stock options and unvested
PSUs, which comprise a significant percentage of total compensation for the CEO and other NEOs, do not count towards the achievement
of our executive stock ownership guidelines.

Until an executive has attained the ownership
levels set forth in the guidelines, executives are prohibited from selling any restricted stock that vests and becomes unrestricted,
as well as required to hold all shares acquired through the exercise of stock options (except to the extent necessary to meet tax
and exercise price obligations). Both the guidelines, and compliance with the guidelines, are monitored periodically. As of December
31, 2019, all NEOs either have met the guidelines, or are on track to meet the guidelines. In 2019, the Compensation and Personnel
Committee approved a request from Mr. Savi to sell shares solely to facilitate his purchase of a house near our corporate headquarters
during his relocation from China to the United States.

Chief
Executive Officer

6
x Annual Base Salary

Executive
Vice Presidents

4
x Annual Base Salary

Senior
Vice Presidents

3
x Annual Base Salary

Selected
Vice Presidents

1
x Annual Base Salary

HEDGING POLICY

Our NEOs are subject to the Company’s
hedging policy described at page 22.

CONSIDERATIONS OF TAX AND ACCOUNTING IMPACTS

In establishing total compensation for the executive
officers, the Compensation and Personnel Committee has considered the effect of Section 162(m) of the Internal Revenue Code and
the accounting rules associated with the Company’s compensation programs. As a general matter, Section 162(m) disallows a
tax deduction for compensation over $1,000,000 paid for any fiscal year to the CEO, the CFO and the three other highest-paid NEOs.
The Tax Cuts and Jobs Act of 2017 (the “Tax Act”) made several changes to Section 162(m), the most significant of which
was removing an exception for “performance-based” compensation from the calculation of compensation subject to the
$1,000,000 deduction limitation.

The primary objective of the Company’s
compensation program is to support the Company’s business strategy. Prior to the adoption of the Tax Act, the Compensation
and Personnel Committee generally sought to preserve the deductibility of most compensation paid to executive officers, but believed
it also should have flexibility to award non-deductible compensation. As a result of the Tax Act’s elimination of the exception
for performance-based compensation, the Compensation and Personnel Committee did not design the 2019 executive compensation program
to preserve the deductibility of compensation that is paid to executive officers, as it did prior to the adoption of the Tax Act.
The elimination of the performance-based pay exemption did not otherwise affect the Company’s 2019 executive compensation
program.

Amounts include the aggregate grant date fair value computed in accordance
with FASB ASC Topic 718 for PSUs and RSUs. A discussion of the assumptions used in calculating these values may be found in Note
17 to the Consolidated Financial Statements in our 2019 Annual Report on Form 10-K.

(2)

As described in the “2019 Annual Incentive Plan” section of
the Compensation Discussion and Analysis, the amounts reported reflect compensation earned for performance under the annual incentive
compensation program for that year.

(3)

The pension plan was frozen in 2011 and no additional benefits are being
accrued, so the change in Mr. Scalera’s reported pension value is a result of changes to the actuarial assumptions used to
calculate the present value of the benefits rather than an increase of the benefits. The actuarial assumptions used to calculate
this amount can be found immediately after the 2019 Pension Benefits table.

(4)

Amounts in this column for 2019 represent items specified in the All Other Compensation Table.

(5)

Mr. Savi’s compensation was converted from euros to U.S. dollars
based on the average exchange rate for the year Mr. Savi was paid. The exchange rates used were 1.12, 1.16, and 1.13 for 2019,
2018, and 2017, respectively.

(6)

The payment of $593,600 for Mr. Ghirardo was made pursuant to his employment
offer letter and intended as an inducement of employment to replace the value of unvested equity awards from his previous employer
that he forfeited upon joining the Company in April 2018. Mr. Ghirardo’s compensation was converted from euros to U.S. dollars
using a 2019 average exchange rate of 1.12.

Mr. Ghirardo receives a company car, which is a common market practice
in Italy. ITT does not provide a company car perquisite to executives in the U.S.

(3)

Mr. Savi started an international assignment in China during 2015, which
ended upon his relocation to the U.S. in July 2019. In connection with his assignment and pursuant to the ITT International Assignment
policy, ITT provided allowances for the costs that Mr. Savi and his family incur in excess of their costs had they remained in
Italy. The total amount includes: housing costs in China $64,752, costs for his children to attend school in China $71,632, cost
of living and hardship allowances $47,278, transportation costs $18,911 and other assignment-related costs including China immigration
fees. These allowances ceased when Mr. Savi and his family relocated to the U.S. and he is no longer eligible for assignment-related
allowances. The cost for Mr. Savi’s relocation from China to the U.S. was $149,261. Mr. Savi’s assignment cost was
converted from Chinese renminbi to U.S. dollars based on the 2019 average exchange rate of 0.142.

(4)

Under ITT’s International Assignment policy, employees on assignment
to another country maintain the tax treatment they would have received if they remained in their home country. Any incremental
home or host country taxes associated with the assignment are paid by the Company. The Company paid $49,475 for taxes and gross-ups
for Mr. Savi in connection with his assignment from Italy to China. In addition, Mr. Savi is a U.S. green card holder and as a
result had a U.S. tax liability of $242,741 that was paid by the Company for the 2018 tax year. Mr. Savi’s relocation to
the U.S. resulted in gross up of $118,535 for moving costs due to U.S. tax regulations. Tax gross-ups are only permitted as they
relate to international assignments or relocation.

(5)

Amounts include taxable group term-life insurance premiums attributable
to each NEO. Mr. Savi’s insurance benefits include taxable amounts for medical, business trip, life and disability.

(6)

Mr. Savi received a required statutory vacation payout for vacation accrued
over 8 years. Payout of this amount was required under applicable Italian law. Amounts shown in table were converted from euro
to U.S. dollars based on the 2019 average exchange rate of 1.12.

(7)

Amounts represent the total employer contributions under the ITT Retirement
Savings Plan and the ITT Supplemental Retirement Savings Plan. 2019 contributions to the ITT Retirement Savings Plan are: $17,491
for Mr. Savi, $19,568 for Mr. Scalera, $16,622 for Ms. Gustafsson and $14,106 for Mr. Batliwala. Contributions to the ITT Supplemental
Retirement Savings Plan are discussed in the 2019 Nonqualified Deferred Compensation Table. The amounts for Mr. Savi and Mr. Ghirardo
include the employer contribution to the Italian statutory termination indemnity fund (Previndai) that would be paid upon termination
from the Company and have been converted from euros to U.S. dollars using a 2019 average exchange rate of 1.12. Mr. Savi will no
longer accrue additional benefits under the Italian indemnity fund due to his relocation to the U.S.

The following table provides
information about 2019 equity and non-equity awards for the NEOs. The table includes the grant date for equity-based awards, the
estimated future payouts under non-equity incentive plan awards (which consist of potential payouts under the 2019 AIP) and estimated
future payouts under 2019 equity incentive plan awards, which consist of potential payouts related to the PSUs granted in 2019
for the 2019-2021 performance period. Also provided is the number of shares underlying all other stock awards, which for 2019 were
composed solely of RSU awards. The grants in the following table were made under the 2011 Omnibus Incentive Plan.

Estimated Future PayoutsUnder Non-Equity IncentivePlan Awards(1)

Estimated Future Payouts Under Equity Incentive Plan Awards(2)

All
Other
Stock
Awards:

Grant
Date
Fair Value:
Equity

Name

Grant
Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Number of
Shares of
Stock or
Units(3) (#)

Incentive
Plan
Awards(4)
($)

Luca Savi

3/4/2019

450,000

900,000

1,800,000

3/4/2019

16,963

33,925

67,850

2,218,695

3/4/2019

21,935

1,280,127

Thomas M. Scalera

3/4/2019

202,500

405,000

810,000

3/4/2019

5,303

10,605

21,210

693,567

3/4/2019

6,855

400,058

Mary Beth Gustafsson

3/4/2019

180,750

361,500

723,000

3/4/2019

3,978

7,955

15,910

520,257

3/4/2019

5,145

300,262

Farrokh Batliwala

3/4/2019

150,000

300,000

600,000

3/4/2019

2,653

5,305

10,610

346,947

3/4/2019

3,430

200,175

Carlo Ghirardo

3/4/2019

134,680

269,360

538,720

3/4/2019

2,123

4,245

8,490

277,623

3/4/2019

2,745

160,198

(1)

Amounts reflect the threshold, target and maximum payment levels, respectively, if an award
payout is achieved under the AIP. These potential payments are based on achievement of specific performance metrics and are completely
at risk. The AIP target award is computed based upon the applicable range of net estimated payments denominated in dollars where
the target award is equal to 100% of the award potential, the threshold is equal to 50% of target, and the maximum is equal to
200% of target. Zero payment is possible for performance below the threshold. Mr. Ghirardo’s amounts have been converted
from euros to U.S. Dollars using the 2019 average exchange rate of 1.12.

(2)

Amounts reflect the threshold, target and maximum unit levels, respectively,of potential PSU
award payouts. These potential unit amounts are based on achievement of specific performance metrics and are completely at risk.
The PSU is computed based upon the applicable range of net estimated payments denominated in units where the target award is equal
to 100% of the award potential, the threshold is equal to 50% of target and the maximum is equal to 200% of target.

(3)

Amounts reflect RSU awards granted in 2019 to the NEOs.

(4)

Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic
718 for PSU and RSU awards granted to the NEOs in 2019. A discussion of assumptions relating to these LTI awards may be found in
Note 17 to the Consolidated Financial Statements in our 2019 Form 10-K.

Stock options vest on the third anniversary of the grant date and expire 10 years after the
grant date.

(2)

RSUs generally vest 100% on the third anniversary of the grant
date. Mr. Ghirardo’s award of 5,285 RSUs granted on April 9, 2018 was granted to offset forfeited stock awards at his previous
employer and vest two years after the grant date. PSUs vest upon the completion of a three-year performance period beginning January
1 of the grant year and are shown at threshold payout, with the exception of the PSUs granted on February 23, 2017, which are shown
at 160.4% of target based on the actual three-year relative TSR and relative ROIC results.

(3)

Reflects the Company’s closing stock price of $73.91 on December
31, 2019. Under the Equity Incentive Plan Awards column, the 2017 PSUs granted on February 23, 2017 vested on December 31, 2019
and are shown at 160.4% of target based on three-year TSR and ROIC results.

The following table provides information regarding
the values realized by our NEOs upon the exercise of stock options and the vesting of stock awards in 2019.

Option Awards

Stock Awards

Named Executive Officer

# of Shares
Acquired on
Exercise

Value Realized on Exercise

# of Shares Acquired on Vesting

Value Realized on Vesting

Luca Savi

—

$

—

16,540

$

955,781

Thomas M. Scalera

56,065

1,307,814

24,813

1,433,840

Mary Beth Gustafsson

—

—

21,640

1,245,257

Farrokh Batliwala

8,950

253,881

8,967

518,165

Carlo Ghirardo

—

—

—

—

2019
PENSION BENEFITS

Effective on October 31, 2011,
all of the Company’s pension benefits described in this section were frozen, and the cumulative liability of these benefits
was assumed by Exelis Inc. Only Mr. Scalera participated in the plans described below and remains eligible for frozen pension benefits
under the ITT Salaried Retirement Plan.

ITT SALARIED RETIREMENT PLAN

Under the ITT Salaried Retirement
Plan, participants had the option, on an annual basis, to elect to be covered under either a Traditional Pension Plan or a Pension
Equity Plan formula for future pension accruals. The ITT Salaried Retirement Plan was a funded and tax-qualified retirement program.
The plan is described in detail below. While the Traditional Pension Plan formula paid benefits on a monthly basis after retirement,
the Pension Equity Plan formula enabled participants to elect to have benefits paid as a single sum payment upon employment termination,
regardless of the participant’s age. The Traditional Pension Plan benefit payable to an employee depended upon the date an
employee first became a participant under the plan.

TRADITIONAL PENSION PLAN

A participant first employed
prior to January 1, 2000, under the Traditional Pension Plan would receive an annual pension that would be the total of:

■

2% of his or her average final compensation (as defined
below) for each of the first 25 years of benefit service, plus

■

1.5% of his or her average final compensation for
each of the next 15 years of benefit service, reduced by

■

1.25% of his or her primary Social Security benefit
for each year of benefit service up to a maximum of 40 years.

A participant first employed
on or after January 1, 2000, under the Traditional Pension Plan would receive an annual pension that would equal:

■

1.5% of his or her average final compensation for
each year of benefit service up to 40 years, reduced by

■

1.25% of his or her primary Social Security benefit
for each year of benefit service up to a maximum of 40 years.

For a participant first
employed prior to January 1, 2005, average final compensation (including salary and approved bonus or AIP awards) is the total
of:

■

The participant’s average annual base salary
for the five calendar years of the last 120 consecutive calendar months of eligibility service that would result in the highest
average annual base salary amount, plus

■

The participant’s average annual pension eligible
compensation, not including base salary, for the five calendar years of the participant’s last 120 consecutive calendar months
of eligibility service that would result in the highest average annual compensation amount.

For a participant first
employed on or after January 1, 2005, average final compensation is the average of the participant’s total pension eligible
compensation (salary, bonus and annual incentive payments for NEOs and other exempt salaried employees) over the highest five consecutive
calendar years of the participant’s final 120 months of eligibility service.

As it applies to participants
first employed prior to January 1, 2000, under the Traditional Pension Plan, Standard Early Retirement is available to employees
at least 55 years of age with 10 years of eligibility service. Special Early Retirement is available to employees at least age
55 with 15 years of eligibility service or at least age 50 whose age plus total eligibility service equals at least 80. For Standard
Early Retirement, if payments begin before age 65, payments from anticipated payments at the normal retirement age of 65 (the “Normal
Retirement Age”) are reduced by one-fourth of one percent for each month that payments commence prior to the Normal Retirement
Age. For Special Early Retirement, if payments begin between ages 60- 64, benefits will be payable at 100%. If payments begin prior
to age 60, they are reduced by five-twelfths of one percent for each month that payments start before age 60 but not more than
25%. For participants first employed from January 1, 2000 through December 31, 2004, under the Traditional Pension Plan, Standard
Early Retirement was available as described above. Special Early Retirement was also available to employees who attained at least
age 55 with 15 years of eligibility service (but not earlier than age 55). For Special Early Retirement, the benefit payable at
or after age 62 would be at 100%; if payments commenced prior to age 62 they would be reduced by five-twelfths of one percent for
each of the first 48 months prior to age 62 and by an additional four twelfths of one percent for each of the next 12 months and
by an additional three-twelfths of one percent for each month prior to age 57.

For participants first
employed on or after January 1, 2005, and who retire before age 65, benefits may commence at or after age 55 but they would be
reduced by five ninths of one percent for each of the first 60 months prior to age 65 and an additional five eighteenths of one
percent for each month prior to age 60.

PENSION EQUITY PLAN

A participant under the Pension
Equity Plan would receive a single sum pension that would equal the total accumulated percentage (as described below) times final
average compensation (as defined above). Total accumulated percentage is the sum of annual percentages earned for each year of
benefit service. The percentage earned for any given year of benefit service ranges from three percent to six percent based on
age:

■

Under age 30: 3% per year of benefit service

■

Age 30 to age 39: 4% per year of benefit service

■

Age 40 to age 49: 5% per year of benefit service

■

Age 50 and over: 6% per year of benefit service

Effective January 1, 2008,
the ITT Salaried Retirement Plan was amended to provide for a three-year vesting requirement. In addition, for employees who were
already vested and who were involuntarily terminated and entitled to severance payments from the Company, additional months of
age and service (not to exceed 24 months) were to be imputed based on the employee’s actual service to his or her last day
worked, solely for purposes of determining eligibility for early retirement.

The 2019 Pension Benefits
table provides information on the pension benefits for the NEOs. Mr. Scalera participated under the terms of the plan in effect
for employees hired after January 1, 2005. The Traditional Pension Plan accumulated benefit an employee earned over his or her
career with the Company is payable on a monthly basis starting after retirement. Employees may retire as early as age 50 under
the terms of the plan. Pensions may be reduced if retirement starts before age 65. Possible pension reductions are described above.
The Pension Equity Plan benefit can be received as a lump sum or an annuity following termination. Mr. Scalera participated in
the Pension Equity Plan formula prior to 2011. Benefits under this plan are subject to the limitations imposed under Sections 415
and 401(a)(17) of the Internal Revenue Code in effect as of December 31, 2011. Section 415 limits the amount of annual pension
payable from a qualified plan. For 2019, this limit is $225,000 per year for a single-life annuity payable at an IRS-prescribed
retirement age. This ceiling may be actuarially adjusted in accordance with IRS rules for items such as employee contributions,
other forms of distribution and different annuity starting dates. Section 401(a) (17) limits the amount of compensation that may
be recognized in the determination of a benefit under a qualified plan. For 2019, this limit is $280,000.

As previously described, Mr. Savi became eligible for U.S. benefits in 2019 and is not eligible for pension, however, he
continues to have a statutory retirement benefit under Italian law for his previous ITT service in Italy.

(2)

Mr. Scalera has an accrued benefit under both the Traditional Pension Plan formula and the Pension Equity Plan formula.
His lump sum Pension Equity Plan benefit is $52,918 under the ITT Salaried Retirement Plan as of December 31, 2019.

(3)

Ms. Gustafsson and Mr. Batliwala were hired after October 31, 2011, the date on which the plans were frozen, therefore they
are not eligible to participate in the plans.

(4)

Mr. Ghirardo receives statutory retirement benefits under Italian law and other benefits applicable to Dirigenti employees.

Assumptions used to determine
present value as of December 31, 2019 are generally consistent with those used by L3Harris Technologies Inc. (the ultimate owner
of the ITT Salaried Retirement Plan from Exelis Inc.). The assumptions utilized were as follows:

Accumulated benefit is calculated based on credited
service and pay as of October 31, 2011

■

For benefits under the Traditional Pension Plan formula,
present value is based on the single life annuity payable at assumed benefit commencement date.

■

For benefits under the Pension Equity Plan formula,
present value is based on projected lump sum value at assumed benefit commencement date; Pension Equity Plan value is projected
from December 31, 2019, to age 65 using an interest crediting rate of 1.55% for the ITT Salaried Retirement Plan.

■

All results shown are estimates only; actual benefits
will be based on precise credited service and compensation history, which will be determined at benefit commencement date.

2019
NONQUALIFIED DEFERRED COMPENSATION

ITT DEFERRED COMPENSATION
PLAN

The ITT Deferred Compensation
Plan is a tax deferral plan that was frozen to new deferrals effective as of 2020. The ITT Deferred Compensation Plan permitted
eligible employees with a base salary of at least $200,000 to defer between 2% and 90% of their AIP payment. The AIP amount deferred
is included in the Summary Compensation Table under Non-Equity Incentive Plan Compensation. Withdrawals under the plan are available
on payment dates elected by participants at the time of the deferral election. The withdrawal election is irrevocable, except in
cases of demonstrated hardship due to an unforeseeable emergency as provided by the ITT Deferred Compensation Plan. Amounts deferred
will be unsecured general obligations of the Company to pay the deferred compensation in the future and employees will have the
rights of an unsecured general creditor with respect to those funds.

Participants can elect
to have their account balances allocated into one or more of the 25 phantom investment funds (including a phantom Company stock
fund) and can change their investment allocations on a daily basis. All plan accounts are maintained on the accounts of the Company
and investment earnings are credited to a participant’s account (and charged to corporate earnings) to mirror the investment
returns achieved by the investment funds chosen by that participant.

A participant can establish
up to six “accounts” into which AIP award deferrals are credited and he or she can elect a different form of payment
and a different payment commencement date for each “account.” One account may be selected based on a termination date
(the “Termination Account”) and five accounts are based on employee-specified dates (each a “Special Purpose
Account”). Each Special Purpose Account and Termination Account may have different investment and payment options. Termination
Accounts will be paid in the seventh month following the last day worked. Changes to Special Purpose Account distribution elections
must be made at least 12 months before any existing benefit payment date, may not take effect for at least 12 months, and must
postpone the existing benefit payment date by at least five years. Additionally, Termination Account distribution elections are
irrevocable.

The table below
shows the annual rate of return for the funds available under the ITT Deferred Compensation Plan, as reported by the administrator
for the calendar year ended December 31, 2019.

Name of Fund

Rate of Return 1/1/19 to12/31/19

Name of Fund

Rate of Return 1/1/19 to12/31/19

Fixed
Rate Option(1)

3.00

%

American
Funds EuroPacific Growth (REREX)

26.98

%

PIMCO
Total Return Institutional (PTTRX)

8.26

%

First
Eagle Overseas A (SGOVX)

17.61

%

PIMCO
Real Return Institutional (PRRIX)

8.52

%

Lazard
Emerging Markets Equity Open (LZOEX)

17.73

%

T
Rowe Price High Yield (PRHYX)

14.66

%

Clearbrige
Small Cap Growth IS (LMOIX)

25.78

%

Dodge
& Cox Stock (DODGX)

24.83

%

DFA
US Targeted Value I (DFFVX)

21.47

%

American
Funds Growth Fund of America R4 (RGAEX)

28.10

%

Invesco
Global Real Estate A (AGREX)

22.47

%

Vanguard
500 Index Admiral (VFIAX)

31.46

%

Model
Portfolio(2) — Conservative

10.59

%

Vanguard
Selected Value Inv (VASVX)

29.54

%

Model
Portfolio(2) — Moderate Conservative

15.03

%

Artisan
Mid Cap (ARTMX)

38.12

%

Model
Portfolio(2) — Moderate

18.89

%

Hartford
Schroders Int’l Multi-Cap Value S (SIDRX)

18.56

%

Model
Portfolio(2) — Moderate Aggressive

22.29

%

Vanguard
Federal Money Market Inv (VMFXX)

2.14

%

Model
Portfolio(2) — Aggressive

25.68

%

Vanguard
Total Bond Market Index Adm (VBTLX)

8.71

%

ITT
Stock Fund (ITT)

54.58

%

Vanguard
Developed Markets Index Adm (VTMGX)

22.05

%

(1)

The
Fixed Rate Option rate is based on guaranteed contractual returns from the insurance
company provider.

(2)

The
returns shown in the model portfolio are not subsidized by the Company, but represent
returns for a managed portfolio based on funds available to deferred compensation participants.

ITT SUPPLEMENTAL RETIREMENT SAVINGS PLAN.

Since
federal law limits the amount of compensation that can be used to determine employee and employer contribution amounts to the
tax-qualified plan ($280,000 in 2019), the Company has established and maintains a non-qualified unfunded ITT Supplemental Retirement
Savings Plan to allow for Company contributions based on base salary and actual annual bonus paid in excess of these limits. All
balances under this plan are maintained on the books of the Company and earnings are credited to the accumulated savings under
the plan based on the earnings in the Stable Value Fund in the tax-qualified plan. Benefits will be paid in a lump sum in the
seventh month following the last day worked. Effective January 1, 2012, the plan was amended to no longer permit employee contributions.

The
potential post-employment compensation tables reflect the amount of compensation payable to each of the NEOs in the event their
ITT employment ceases, including voluntary termination, termination for cause, death or disability, termination without cause,
or termination in connection with a change of control. Post-separation compensation of our NEOs, other than Mr. Ghirardo, is governed
by the ITT Senior Executive Severance Pay Plan. In addition, post-separation compensation of all of our NEOs is governed by the
ITT Senior Executive Change in Control Severance Pay Plan (applicable to situations involving a change of control) and our equity
award agreements. In the case of Mr. Scalera, the length of his severance benefit is specified in a 2011 employment letter entered
into at the time of the Spin Transaction.

The
amounts shown in the potential post-employment compensation tables are estimates, assuming that the triggering event occurred
on December 31, 2019, including amounts that would be earned through such date (or that would be earned during a period of severance),
and where applicable, are based on the closing price of the Company’s stock on December 31, 2019, the last trading day of
2019, which was $73.91.

The
actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company.

PAYMENTS AND BENEFITS
PROVIDED GENERALLY TO SALARIED EMPLOYEES

The
amounts shown in the tables in this section do not include payments and benefits to the extent these payments and benefits are
provided on a non-discriminatory basis to salaried employees generally upon termination of employment. These include:

■

Accrued
salary and vacation pay.

■

Regular
pension benefits under the ITT Salaried Retirement Plan (frozen as of the date of the
Spin Transaction and transferred to L3Harris Technologies Inc.). ITT participants do
not accrue any additional service credit under the plan in the event of a termination.
See the section “Post-Employment Compensation” in the Compensation Discussion
and Analysis for more information.

■

Health
care benefits provided to retirees under the ITT Salaried Retirement Plan, including
retiree medical and dental insurance (if eligible as of the date of the Spin Transaction).
Employees who terminate prior to retirement are eligible for continued benefits under
COBRA.

■

Distributions
of plan balances under the ITT Retirement Savings Plan and amounts under the ITT Supplemental
Retirement Savings Plan.

No
perquisites are available to any NEOs in any of the post-employment compensation circumstances. With respect to the ITT Salaried
Retirement Plan, frozen benefits under such plan may be deferred to age 65, but may become payable at early retirement age, or
earlier for benefits under the Pension Equity Plan formula. Employees of the Company do not have to terminate employment in order
to receive their benefits from the ITT Salaried Retirement Plan since the plan is now sponsored by L3Harris Technologies Inc.

ITT SENIOR EXECUTIVE SEVERANCE PAY PLAN

The
ITT Senior Executive Severance Pay Plan provides overall cash severance benefits to executives, provides participants with outplacement
assistance for one year and does not allow for the vesting of equity awards during the severance period. The amount of severance
pay under this plan depends on the executive’s base pay and years of service, not to exceed 12 months of base pay. The Company
considers these severance pay provisions appropriate transitional provisions given the job responsibilities and competitive market
in which senior executives function.

No
severance is provided if an employee is terminated for cause, because the Company believes employees terminated for cause should
not receive additional compensation.

In
addition, the Company’s obligation to continue severance payments stops if the executive does not comply with the Company’s
Code of Conduct. We consider this cessation provision to be critical to the Company’s emphasis on ethical behavior. The
Company’s obligation to continue severance payments also stops if the executive does not comply with non-competition provisions
of the ITT Senior Executive Severance Pay Plan. These provisions protect the integrity of our businesses and are consistent with
typical commercial arrangements.

If
a covered executive receives or is entitled to receive other compensation from another company, the amount of that other compensation
could be used to offset amounts otherwise payable under the ITT Senior Executive Severance Pay Plan. For six months following
the termination date, the executive will continue to be eligible for healthcare benefits and for 12 months the executive will
entitled to outplacement support. Severance pay will start within 60 days following the covered executive’s scheduled termination
date.

This
plan provides two levels of benefits for covered executives, based on their position within the Company. The Compensation and
Personnel Committee considered two levels of benefits appropriate based on the relative ability of each level of employee to influence
future Company performance. Executive Vice Presidents and Senior Vice Presidents receive the higher level and certain Vice Presidents
the second level. Under the ITT Senior Executive Change in Control Severance Pay Plan, if a covered executive is terminated within
two years of a change in control or in contemplation of a change in control event that ultimately occurs or if the covered executive
terminates his or her employment for good reason within two years of a change in control, he or she would be entitled to:

Two
or three times the current base salary and target annual incentive as of the termination
date;

■

A
lump sum payment equal to two or three times the highest annual base salary rate during
the three years preceding termination or an acceleration event times the highest percentage
rate of the Company’s contributions to the ITT Retirement Savings Plan and the
ITT Supplemental Retirement Savings Plan, such percentage rate not to exceed 7% per year;

■

Subsidized
healthcare benefits for six months after termination; and

■

One
year of outplacement assistance.

All of the NEOs
are covered at the highest level of benefits.

CHANGE IN CONTROL ARRANGEMENTS

There
are change in control provisions in various Company plans, which were adopted to mitigate the concern that, in the event the Company
is considering a change in control transaction, the employees involved in considering the transaction might otherwise be motivated
to act in their own interests rather than in the interests of the shareholders.

The
payment or vesting of awards or benefits under certain of the plans listed below are accelerated solely upon the occurrence of
a change in control of the Company. As described on the next page, our equity plans and our severance pay plans have “double
triggers,” requiring both a change in control and a termination of employment to accelerate the vesting of unvested awards.

The
following Company plans have change in control provisions:

■

2011
Omnibus Incentive Plan

■

2003
Equity Incentive Plan

■

ITT
Annual Incentive Plan for Executive Officers

■

ITT
Senior Executive Change in Control Severance Pay Plan

■

ITT
Change in Control Severance Pay Plan

■

ITT
Deferred Compensation Plan

■

ITT
Supplemental Retirement Savings Plan

The
2011 Omnibus Incentive Plan, 2003 Equity Incentive Plan, ITT Annual Incentive Plan for Executive Officers, ITT Senior Executive
Change in Control Severance Pay Plan, and ITT Change in Control Severance Pay Plan consider a change in control to have occurred
if one of the following acceleration events occurs:

1.

A
report on Schedule 13D was filed with the SEC disclosing that any person, other than
the Company or one of its subsidiaries or any employee benefit plan that is sponsored
by the Company or a subsidiary, had become the beneficial owner of 20% or more of the
Company’s outstanding stock.

2.

A
person other than the Company or one of its subsidiaries or any employee benefit plan
that is sponsored by the Company or a subsidiary purchased the Company’s shares
in connection with a tender or exchange offer, if after consummation of the offer the
person purchasing the shares is the beneficial owner of 20% or more of the Company’s
outstanding stock.

3.

The
shareholders of the Company approved, and the Company fully executed:

(a)

Any
consolidation, business combination or merger of the Company other than a consolidation,
business combination or merger in which the shareholders of the Company immediately prior
to the merger would hold 50% or more of the combined voting power of the Company or the
surviving corporation of the merger and would have the same proportionate ownership of
common stock of the surviving corporation that they held in the Company immediately prior
to the merger; or

(b)

Any
sale, lease, exchange or other transfer of all or substantially all of the assets of
the Company.

4.

A
majority of the members of the Board of Directors of the Company changed within a 12
month period, unless the election or nomination for election of each of the new directors
by the Company’s shareholders had been approved by two-thirds of the directors
still in office who had been directors at the beginning of the 12 month period or whose
nomination for election or election was recommended or approved by a majority of directors
who were directors at the beginning of the 12 month period.

5.

Any
person other than the Company or one of its subsidiaries or any employee benefit plan
sponsored by the Company or a subsidiary became the beneficial owner of 20% or more of
the Company’s outstanding stock.

The ITT Supplemental
Retirement Savings Plan and ITT Deferred Compensation Plan consider a change in control to have occurred if one of the following
acceleration events occurs:

1.

A
majority of the members of the Board of Directors of the Company changed within a 12-month
period, unless the election or nomination for election of each of the new directors by
the Company’s shareholders had been approved by two-thirds of the directors still
in office who had been directors at the beginning of the 12-month period or whose nomination
for election or election was recommended or approved by a majority of directors who were
directors at the beginning of the 12-month period.

2.

Any
one person, or more than one person acting as a group (as defined in Treasury Regs. 1.409A-2(i)(5)(v)(B)),
acquires ownership of shares that, together with shares held by such person or group
constitutes more than 50% of the total fair market value or total voting power of the
shares of the Corporation.

3.

Either
(i) a person, or more than one person acting as a group (as defined in Treasury Regs.
1.409A-2(i)(5)(v)(B)), acquires ownership of shares possessing 30% or more of the total
voting power of the shares of the Corporation, taking into account all such shares acquired
during the 12-month period ending on the date of the most recent acquisition, or (ii)
a majority of the members of the Board of Directors is replaced during any 12-month period
by directors whose appointment or election is not endorsed by a majority of the members
of such Board of Directors prior to the date of the appointment or election, but only
if no other corporation is a majority shareholder.

4.

A
change in the ownership of a substantial portion of assets occurs on the date on which
any one person, or more than one person acting as a group (as defined in Treasury Regs.
1.409A-2(i)(5)(v)(B)), other than a person or group of persons that is related to the
Company, acquires assets that have a total gross fair market value equal to or more than
40% of the total gross fair market value of all of the assets of the Company immediately
prior to such acquisition or acquisitions, taking into account all such assets acquired
during the 12-month period ending on the date of the most recent acquisition.

Beginning
with the Company’s annual grant cycle in March 2014, all long-term incentive awards (PSUs, RSUs and stock options) have
included a “double trigger” provision, whereby no benefits will be paid to an executive unless (i) a change in control
of the Company has occurred and (ii) there has been a specified change in the employment status of the executive within a period
of time following the change in control. For example, if a covered executive is terminated without cause within two years of a
change in control or terminates his or her employment for good reason within two years of a change in control, or is terminated
before the change in control occurs, but after its announcement or at the request of a participant, he or she would be entitled
to vesting of long-term incentive awards pursuant to the award agreements. The ITT Senior Executive Change in Control Severance
Plan and ITT Change in Control Severance Pay Plan also have double trigger provisions. We utilize “double trigger”
vesting to ensure management talent will be available to assist in the successful integration following a change in control and
to align with prevailing governance practices.